UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No.)

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EnPro Industries, Inc.

(Name of Registrant as Specified In Its Charter)

 (Name


(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)

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(Cover Page)

 

(LOGO) 

Annual Meeting of Shareholders

The 20212023 Annual Meeting of Shareholders of

EnPro Industries, Inc. will be held at:

JW Marriott, 23808 Resort Parkway,
San Antonio, Texas 78261

5605 Carnegie Boulevard, Suite 500,
Charlotte, North Carolina 28209

Tuesday, May 4, 2021Friday, April 28, 2023 at 11:30 a.m. (Central Time)

Proxy voting options

Your vote is important!

Whether or not you expect to attend our shareholders meeting, we urge you to vote your shares. You may vote by phone, via the Internet, or by signing, dating, and returning the enclosed proxy card or voting instruction form at your earliest convenience. Your prompt vote will ensure the presence of a quorum at the meeting and will save us the expense and extra work of additional solicitation. If you vote now and later decide to change your vote or to vote your shares at the meeting, you may do so by following instructions found elsewhere in this proxy statement. Your vote by proxy is revocable at your option any time prior to the meeting.

The fastest and most convenient way to vote your shares is by the Internet or telephone, using the instructions on this page. Internet and telephone votes are immediately confirmed and tabulated, and reduce postage and proxy tabulation costs.

If you prefer to vote by mail, please return the enclosed proxy card or voting instruction form in the addressed, prepaid envelope we have provided. Do not return the paper ballot if you vote via the Internet or by telephone.

Vote by Internet

www.proxyvote.com

Internet voting is available 24 hours a day, 7 days a week.

Instructions:

Proxy voting options

Your vote is important!

Whether or not you expect to attend our shareholders meeting, we urge you to vote your shares. You may vote by phone, via the Internet, or by signing, dating, and returning the enclosed proxy card or voting instruction form at your earliest convenience. Your prompt vote will ensure the presence of a quorum at the meeting and will save us the expense and extra work of additional solicitation. If you vote now and later decide to change your vote or to vote your shares at the meeting, you may do so by following instructions found elsewhere in this proxy statement. Your vote by proxy is revocable at your option any time prior to the meeting.

The fastest and most convenient way to vote your shares is by the Internet or telephone, using the instructions on this page. Internet and telephone votes are immediately confirmed and tabulated, and reduce postage and proxy tabulation costs.

If you prefer to vote by mail, please return the enclosed proxy card or voting instruction form in the addressed, prepaid envelope we have provided. Do not return the paper ballot if you vote via the Internet or by telephone.

1.

Vote by Internet

www.proxyvote.com

Internet voting is available 24 hours a day, 7 days a week.

Instructions:

1.  Read our Proxy Statement.

2.Go to the following website: www.proxyvote.com

3.Have your proxy card or voting instruction form in hand and follow the instructions. You can also register to receive all future shareholder communications electronically, instead of in print. Our annual report, Proxy Statement, and other correspondence will be delivered to you via email if you elect this option.

Vote by telephone

1-800-690-6903 via touch-tone phone

Telephonic voting is available toll-free 24 hours a day, 7 days a week.

Instructions:

Vote by telephone

1-800-690-6903 via touch-tone phone

Telephonic voting is available toll-free 24 hours a day, 7 days a week.

Instructions:

1.Read our Proxy Statement.

2. Call toll-free 1-800-690-6903.

3.Have your proxy card or voting instruction form in hand and follow the instructions.

(LOGO)

 

Contents

Letter from our President and Chief Executive Officeri
Notice of 20212023 Annual Meeting of Shareholdersii
Proxy Statementstatement summary1
Proxy statement summaryGeneral information17
General information7
Beneficial ownership of our common stock11
Beneficial owners of 5% or more of our
common stock
11
Director and executive officer ownership of our
common stock
1112
Delinquent Section 16(a) reports1213
Proposal 1—Election of directors1314
Nominees for election1315
Director diversity1820
Board leadership structure1820
Committee structure1820
Risk oversight1921
Meetings and attendance1921
Corporate governance policies and practices2022
Corporate Governance Guidelines and Code of
Business Conduct
2022
Corporate social responsibility and sustainability2022
Director independence2224
Board, committee and director evaluations2224
Audit committee financial expertexperts2224
Director candidate qualifications2225
Nomination process2325
Communications with the board2426
Director compensation2426
Audit Committee report2628
Proposal 2—Advisory vote approving
executive compensation
2729
Compensation and Human Resources
Committee report on executive compensation
2931
Compensation discussion and analysis3032
Our named executive officers3032
Executive summary3032
Summary of business highlights3032
Shareholder engagement3234
20202022 executive compensation
decisions at a glance
3334
Changes for 202336
Best compensation practices and policies3537
What guides our executive compensation program3537
Key elements of compensation3638
Target compensation mix3739
The decision-making process3740
20202022 executive compensation decisions in detail3942
Other compensation practices, policies and
guidelines
4345
Executive compensation4648
Summary compensation table4648
Grants of plan-based awards4850
Outstanding equity awards at fiscal year-end5052
Option exercises and stock vested5254
Pension benefits5254
Non-qualified deferred compensation5355
Potential payments upon termination or change in control5557
Payment versus performance60
CEO pay ratio5864
Proposal 3—Advisory vote on the frequency of future shareholder advisory votes to approve the compensation of our named executive officers65
Proposal 4—Ratification of
PricewaterhouseCoopers LLP as our company’s
independent registered public accounting firm for 20212023
5966
Independent registered public accounting firm6067
Other matters6067
Shareholder proposals6168


 
(LOGO)

EnPro Industries, Inc.

5605 Carnegie Boulevard,

Suite 500

Charlotte, North Carolina 28209

Letter from our


President and Chief Executive Officer

Dear Shareholder: On behalf of the board of directors and management of EnPro Industries, Inc., I invite you to our annual meeting of shareholders. It will be held at the company’s headquarters located at 5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina,JW Marriott, 23808 Resort Parkway, San Antonio, Texas, on Tuesday, May 4, 2021Friday, April 28, 2023 at 11:30 a.m. (Central Time).

This year, our shareholders will be asked to:

·

Elect as directors the nineten nominees whose qualifications and experience are described in our proxy statement.

·Approve on an advisory basis the compensation paid to our named executive officers as disclosed in our proxy statement.

·Select on an advisory basis the frequency of future shareholder advisory votes to approve the compensation of our named executive officers.

·Ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021.2023.

·Consider any other business that properly comes before the meeting or any adjournment of the meeting.

The business of the meeting, including each of the three proposals you are being asked to vote on, is described in detail in the attached Notice of Annual Meeting of Shareholders and Proxy Statement, which follows. In response to the COVID-19 pandemic, health and safety protocols will be followed at the annual meeting. All seating will be appropriately spaced to ensure proper social distancing and attendees will be required to wear a mask or other acceptable face covering during the meeting.

Whether or not you attend the annual meeting, it is important that your shares be represented and voted at the meeting. Please vote promptly. You may submit your proxy via the Internet, by phone, or by signing, dating, and returning the enclosed proxy card in the enclosed envelope. If you attend the annual meeting, you will be able to vote in person, even if you have previously submitted your proxy.

Sincerely,

-s- Marvin A. Riley

Marvin A. Riley

President and Chief Executive Officer

March 26, 2021

The business of the meeting, including each of the four proposals you are being asked to vote on, is described in detail in the attached Notice of Annual Meeting of Shareholders and Proxy Statement.

Whether or not you attend the annual meeting, it is important that your shares be represented and voted at the meeting. Please vote promptly. You may submit your proxy via the Internet, by phone, or by signing, dating, and returning the enclosed proxy card in the enclosed envelope. If you attend the annual meeting, you will be able to vote in person, even if you have previously submitted your proxy.

Sincerely,

2021Eric A. Vaillancourt

President and Chief Executive Officer

March 24, 2023

2023 PROXY STATEMENT    |    i    |     ENPRO INDUSTRIES, INC.

 

(LOGO)

EnPro Industries, Inc.

5605 Carnegie Boulevard,

Suite 500

Charlotte, North Carolina 28209

Notice of 2021

2023
Annual Meeting of Shareholders

DATE:May 4, 2021April 28, 2023
TIME:11:30 a.m. Eastern Time(Central Time)
PLACE:5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina 28209JW Marriott, 23808 Resort Parkway, San Antonio, Texas 78261
RECORD DATE:March 11, 2021.9, 2023. Only shareholders of record at the close of business on the record date are entitled to receive notice of, and to vote at, the annual meeting.
PROXY VOTING:Important. Please vote your shares at your earliest convenience. This will ensure the presence of a quorum at the meeting. Promptly voting your shares via the Internet, by telephone, or by signing, dating, and returning the enclosed proxy card or voting instruction form will save the expenses and extra work of additional proxy solicitation. If you wish to vote by mail, we have enclosed an addressed envelope, postage prepaid if mailed in the United States. Submitting your proxy now will not prevent you from voting your shares at the meeting. Your proxy is revocable at your option.
ITEMS OF BUSINESS:

·   To elect nineten directors from the nominees described in the accompanying proxy statement

·   To adopt a resolution approving, on an advisory basis, the compensation paid to our named executive officers as disclosed in the accompanying proxy statement

·   To select on an advisory basis the frequency of future shareholder advisory votes to approve the compensation of our named executive officers

·   To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 20212023

 

·   To transact other business that may properly come before the annual meeting or any adjournment of the meeting

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING

TO BE HELD ON MAY 4, 2021: APRIL 28, 2023:The proxy statement and 20202022 annual report to shareholders are available at:

https:http://www.enproindustries.com/shareholder-meeting.

By Order of the Board of Directors,

Robert S. McLean

Secretary

March 24, 2023

 

-s- Robert S. McLean

Robert S. McLean

Secretary

March 26, 2021

20212023 PROXY STATEMENT    |    ii    |     ENPRO INDUSTRIES, INC.

 

20212023 Proxy Statement

Proxy statement summary

This summary highlights information contained elsewhere in our proxy statement. Because thethis summary does not contain all of the information you should consider, you should read the entire proxy statement carefully before voting.

Annual meeting of shareholders

Time, place and voting mattersMeeting agenda
Date:May 4, 2021April 28, 2023·   Election of nineten directors
Time:11:30 a.m. Eastern Time(Central Time)·   Advisory vote to approve executive compensation
Place:5605 Carnegie Boulevard, Suite 500 Charlotte, North Carolina 28209JW Marriott, 23808 Resort Parkway, San Antonio, Texas 78261·   Advisory vote to select the frequency of future shareholder advisory votes to approve executive compensation
Record date:March 9, 2023·   Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 20212023
 
Record date:March 11, 2021·   Transact other business that may properly come before the meeting
    
Voting:Shareholders as of the record date areentitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on.

Mailing date

We will begin mailing proxy materials to registered shareholders on or around March 26, 2021.24, 2023.

How to voteSee “General information—How do I vote?” (page 8) for more information.

In addition to attending the annual meeting, shareholders of record can vote by any of the following methods:

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By Internet at

www.proxyvote.com

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By telephone at

1-800-690-6903

(Graphic)

By mailing

your proxy card

If you hold your EnPro shares in street name through an account with a bank, broker or other nominee, your ability to vote by Internet or telephone depends on the voting process of the bank, broker or other nominee through which you hold the shares. Please follow their directions carefully.

Voting recommendations

ProposalBoard vote recommendation
Election of directors (see page 13)14)“For” each director nominee
Advisory vote to approve executive compensation (see page 27)29)“For”
Advisory vote to select the frequency of future shareholder advisory votes to approve executive compensation (see page 65)“Every 1 Year”
Ratification of PricewaterhouseCoopers LLP as our independent registered
public accounting firm for 20212023 (see page 59)66)
“For”

20212023 PROXY STATEMENT    |    1    |     ENPRO INDUSTRIES, INC.

 
   PROXY STATEMENT SUMMARY      OUR DIRECTOR NOMINEES   

 

Our director nominees

See “Proposal 1—Election of directors” (page 13)14) and “Corporate governance policies and practices” (page 20)22) for more information.

Every member of our board of directors is elected annually. You are being asked to vote on the election of these nineten nominees, all of whom currently serve as directors.

   Other
public
boards
 
   Committee memberships
Director nomineesAgeIndependentACCCNCEC
        

Marvin A. Riley

President and Chief Executive Officer, EnPro

46 1   Chair

Thomas M. Botts

Retired Executive VP, Global Manufacturing, Shell Downstream Inc.

66·1·Chair··

Felix M. Brueck

Director Emeritus, McKinsey & Company, Inc.

65···· 

B. Bernard Burns, Jr.

Former Managing Director, McGuireWoods Capital Group

72·Chair···

Diane C. Creel

Retired Chairman, CEO and President, Ecovation, Inc.

72·2··· 

Adele M. Gulfo

Chief Business and Commercial Development Officer of Sumitovant Biopharma

58·2··· 

David L. Hauser (Chairman of the Board)

Former Chairman and CEO, FairPoint Communications

69·1··Chair·

John Humphrey

Former Executive Vice President and Chief Financial Officer, Roper Technologies, Inc.

55·2··· 

Kees van der Graaf

Former member of the board and executive committee, Unilever NV and Unilever PLC

70·2··· 

   Other
public
Committee memberships
Director nomineesAgeIndependentboardsACCCNCEC
        

Eric A. Vaillancourt

President and Chief Executive Officer, EnPro

 

59

 

 

   

 

Chair

William Abbey

Senior Vice President of Sales and Partner Enablement, Arm Limited

 

52

 

·

 

 

·

 

·

 

·

 

Thomas M. Botts

Retired Executive VP, Global Manufacturing, Shell Downstream Inc.

 

68

 

·

 

 

·

 

Chair

 

·

 

·

Felix M. Brueck

Director Emeritus, McKinsey & Company, Inc.

 

67

·

 

··· 

Adele M. Gulfo

Chief Business and Commercial Development Officer of Sumitovant Biopharma

 

60

 

·

 

1

 

·

 

·

 

·

 

David L. Hauser (Chairman of the Board)

Former Chairman and CEO, FairPoint Communications

 

71

·

 

1

····

John Humphrey

Former Executive Vice President and Chief Financial Officer, Roper Technologies, Inc.

 

57

 

·

 

2

 

Chair

 

·

 

·

 

·

Ronald C. Keating

President and Chief Executive Officer, Evoqua Water Technologies Corp.

 

54

 

·

 

1

 

·

 

·

 

·

 

Judith A. Reinsdorf

Former Executive Vice President and General Counsel, Johnson Controls

 

59

 

·

 

1

 

·

 

·

 

Chair

 

·

Kees van der Graaf

Former member of the board and executive committee, Unilever NV and Unilever PLC

 

72

 

·

 

1

 

·

 

·

 

·

 

AC— Audit and Risk Management CommitteeCC— Compensation and Human Resources Committee
NCNominating and Corporate Governance CommitteeECExecutive Committee

Our directors’ diversity, tenure and skills

Our board of directors and its Nominating and Corporate Governance Committee believe broad and diverse experience, skills and background, as well as varying lengths of tenure, are critical elements of a highly functioning board. Our board of directors and its Nominating and Corporate Governance Committee believe this diversity permits the board to make sound decisions that support shareholder value, while the varying tenures of its members provide a balance of institutional knowledge and fresh perspectives. Important aspects of diversity in background include matters of gender, racerace/ethnicity and geographical perspective. The board currently includes two femaleboard’s ten nominees for election as directors one director who is a person of color, and three directors whose careers involved working either entirely or substantially outside the United States.include:

·two female directors·onedirector who is a person of color·fourdirectors with careers entirely or substantially outside the United States.

 

(Graphic)

20212023 PROXY STATEMENT    |    2    |     ENPRO INDUSTRIES, INC.

 
   PROXY STATEMENT SUMMARY      OUR DIRECTORS’ DIVERSITY, TENURE AND SKILLS   Corporate governance matters   

 

 

Director Nominee Experience and Qualifications

Experience/QualificationsBottsAbbeyBrueckBottsBurnsBrueckCreelGulfoGulfoHauserHauserHumphreyHumphreyKeatingRileyReinsdorfVaillancourtvan der
Graaf
Finance/AccountingCorporate Governance·······
Government/RegulatoryDesignated Audit Committee Financial Expert····
Legal/Corporate GovernanceGovernment/Regulatory/Legal······
Human Resources/
CompensationExperience in One or More of EnPro’s End Markets

·

·

·

·

·

·

·

·
International ExperienceHuman Resources/Compensation··········
International Experience··········
M&A/Business Development··········
Manufacturing/Operations········
Sales/MarketingRisk Assessment/Risk Management·······
Strategic PlanningSales/Marketing··········
Senior Leadership/Executive········
Technical lnnovation/
Product Development
·

·

·

·

·

·

·

·

Corporate governance matters

Our board of directors and management firmly embrace good and accountable corporate governance. We believe an attentive board, held to the highest standards of corporate governance, is a tangible advantage for our shareholders and for our businesses. Our board makes substantial efforts to meet such standards.

·Board refreshment balances experience with fresh insights. insights.We seek to balance directors who know and understand our company with those who bring fresh perspectives to governance and management and to expand the diversity of our board. AverageThe average tenure of our directorsindependent director nominees is 8.46.8 years and two directors joined the board in the last two years, including our CEO. We are actively pursuing succession planning for two directors, Ms. Creel and Mr. Burns, who intend to retire from the board in 2022.twelve months.

·We elect all directors annually to one-year terms.Annual elections allow shareholders to review each director’s skills and experience and approve his or her nomination at each annual meeting.

·Our directors must be elected by majority vote.AnyOur Corporate Governance Guidelines provide that any nominee in an uncontested election who receives more “withhold” votes than votes “for” must promptly offer his or her resignation. The Nominating and Corporate Governance Committee will consider the resignation and recommend either accepting it or rejecting it to the board, which will act within 90 days after the shareholders’ meeting. The resigning director will not participate in these discussions.

2023 PROXY STATEMENT    |    3    |     ENPRO INDUSTRIES, INC.

PROXY STATEMENT SUMMARY      Executive compensation

 

·The chairman of our board of directors is independent.The position of Chairman of the Board of Directors at EnPro is a non-executive position. Independent directors have held this position since the inception of our company in 2002. Since the Chairman of the Board is independent, he functionally serves as our lead independent director.

·Our independent directors meet regularly in executive session.Our non-management directors meet regularly without members of management present. These sessions are presided over by the Chairman of the Board of Directors.

·Our directors are required to own our company’s stock.Our directors are required to own shares in our company equal in value to five times the annual cash retainer they receive. New directors have five years from the time they join the board to accumulate these shares. All of the directors who have served for five years or more meet this requirement.

·The board and each committee perform comprehensive annual evaluations.Evaluations allow our directors to assess their effectiveness at both the committee and the board level and include an individual director assessment component to permit each director to evaluate the contributions of each of the other directors.

2021 PROXY STATEMENT    |    3    |     ENPRO INDUSTRIES, INC.

   PROXY STATEMENT SUMMARY      EXECUTIVE COMPENSATION   

Executive compensation

For more information, see “Proposal 2—Advisory vote approving executive compensation” (page 27)29), “Compensation discussion and analysis” (page 30)32) and “Executive compensation” (page 46)48).

Our board of directors recommends that you vote “For” our advisory proposal on executive compensation. The non-binding, advisory vote gives our shareholders the opportunity to approve the compensation paid to individuals identified as named executive officers in this proxy statement.

Our compensation practices

Our programs are designed to reward success. Our compensation programs enable us to align the interests of our executive officers with the interests of our shareholders and to reward our executives for superior performance. This practice allows us to attract and retain talented and highly motivated executive officers who are capable of driving our success and building value for our shareholders.

Our executive officers’ compensation:

We achieve our objectives through compensation that:

·Isis tied to business performance—performance. A substantial portion of each executive officer’s total compensation opportunity is based on our financial results—disappointing performance results in little or no payout while superior performance leads to superior payouts;payouts—and the portion of compensation based on our financial performance increases with the officer’s level of responsibility;

·Isis significantly stock-based;stock-based. Stock-based compensation ensures our executives and our shareholders have common interests;

·Vestsenhances retention of our executives—much of their total compensation vests over several years;

·Is linkedlinks a significant portion of their total pay to the execution of our corporate strategies;strategies intended to create long-term shareholder value;

·Encourages sound decisions that leaddoes not encourage our executives to long-term success and avoidtake unnecessary or excessive risk;risks; and

·Allowsenables us to compete effectively for talented individuals who will help us successfully execute our executives the opportunity to earn competitive total pay.business plan.

In structuring annual and long-term incentive compensation opportunities, we select performance measures that we believe significantly drive the value of our company. In 2020,2022, we awarded stock options and restricted stock units that vest over three years, both to encourage retention and to provide an incentive for performance to increase the value of our shares.

We have structured our compensation programs to align with the interests of our shareholders and to result in payment based on our performance.

We routinely engage with our shareholders to discuss any concerns about our compensation programs.Throughout the course of each year, we speak with numerous shareholders, including frequent conversations with many of our largest shareholders. These conversations cover a wide range of topics, including our strategic direction, financial performance, future growth opportunities, capital allocation strategy, sustainability,business continuity, environmental, social and governance initiatives, management succession and compensation practices. During these conversations in 2020,2022, our shareholders noted general support for our practices and policies, including ourperformance-driven compensation practices. We communicated thecommunicate investor feedback on our compensation practices to the Compensation and Human Resources Committee and take shareholder views into account as we seek to align our policies and practices with their interests.

We employ best practices in executive compensation.

·We balance short-term and long-term compensation to discourage short-term risk-taking at the expense of long-term results.

·We align the interests of our executive officers with the interests of our shareholders.

·Our long-term incentive compensation is focused on the relative and absolute return to shareholders, andwhile aligning the experience of management experience with the shareholder experience.that of our shareholders.

·We require our senior officers to own and retain meaningful amounts of EnPro stock and to increase their ownership as their levels of responsibility increase.

2023 PROXY STATEMENT    |    4    |     ENPRO INDUSTRIES, INC.

PROXY STATEMENT SUMMARY      Executive compensation

 

·Our Compensation and Human Resources Committee relies on an independent executive compensation consultant to evaluate our compensation plans. The consultant reports directly to the committee and provides no other services to our company.

·We have very limited perquisites.

·We generally make compensation decisions and grant equity and other compensation awards only on an annual basis, with interim adjustments and awards only in unusual circumstances, such as in connection with a material change in an executive officer’s responsibilities.

·Our policies prohibit executives from hedging ownership of EnPro stock and pledging EnPro stock.

·Our clawback policy entitles us to recover performance-based compensation from any executive officer whose fraud or willful misconduct requires a material restatement of our financial results.

2021 PROXY STATEMENT    |    4    |     ENPRO INDUSTRIES, INC.

   PROXY STATEMENT SUMMARY      EXECUTIVE COMPENSATION   

Compensation analysis

Our compensation program ties incentive compensation pay to the achievement of both annual and long-term goals for the performance of our company. We set these goals each year and award both annual and three-year incentive awards tied to achieving these goals. In 2020,2022, we also awarded stock options and restricted stock units that vest over three years to provide an incentive for performance to increase the value of our shares. We believe our compensation structure aligns with the interests of our shareholders and results in paymentcompensation commensurate with our performance.

Annual incentive compensation. The amount of incentive awards paid under our annual performance plan is based on performance relative to threshold, target and maximum performance levels set when the awards are made. When performance falls below the threshold, executives receive no payout. Payouts at a threshold level of performance are 50% of the target payout, payouts at a target level of performance are 100% of the target payout, and payouts at a maximum level of performance are at 200% of the target payoutpayout. For 2020,2022, the performance measures and weightings for the annual performance plan were adjusted EBITDA and cash flow return on operating capital (or “Cash Flow ROIC”), which performance measures are described on pages 3942 and 40. 43. These performance measures were selected to focus our leaders on efficient capital deployment of assets they can control—working capital and capital expenditures—and earnings on those assets. The following charts show the relative weighting of these performance measures in our 20202022 annual incentive compensation awards, and our actual payout performance level against the target level of performance for each of the two performance measures (target level being reflected at 100%) and the resulting payout level against the target payout level. We achieved adjusted EBITDA at a level equal to 66% ofbetween the target leveland maximum performance levels for that performance measure. The below-target levelmeasure as a result of strong performance against this measure resulted primarily from lower volumes inacross most of our served markets resulting frombusinesses, reflecting continued organic growth in our Advanced Surface Technologies segment, efficiency gains and organic growth in our Sealing Technologies segment, the COVID-19 pandemic.benefits of prior-period portfolio reshaping, and responsive pricing action, which more than offset material cost increases. We achieved a Cash Flow ROIC that exceeded 200% of the targetmaximum level for that performance measure. This performance resulted primarily from above-target earnings and secondarily from our focused and disciplined cash management throughout the year. Working capital declined during the year in connection with lower volumes and effective management, and the company managed capital expenditures tightly, both of which drove Cash Flow ROIC significantly above target.

 

 

(Graphic)2023 PROXY STATEMENT    |    5    |     ENPRO INDUSTRIES, INC.

PROXY STATEMENT SUMMARY      Executive compensation

 

Long-term compensation. In February of each year, we make long-term compensation awards to our executive officers. In 2020,2022, these awards were made in the form of restricted stock units, stock options and long-term incentive compensation awards, whichwith the value of the awards allocated 40% to restricted stock units, 30% to stock options and 30% to long-term incentive compensation awards (the “Performance Share Awards”). To determine the target number of restricted stock units and Performance Share Awards and the number of stock options, the Compensation and Human Resources Committee divided the applicable dollar amount by the average closing price of our common stock for the 20 trading days immediately preceding the date of the award for the restricted stock units and Performance Share Awards and by the Black-Scholes accounting value for the stock options. This is a new long-term compensation structure that we first implemented in 2020 to more fully align the long-term compensation program with share value performance and the experience of our shareholders. These changes to theWe believe this long-term compensation program were made to better alignstructure aligns our executive compensation structureincentives with the company’s long-term business strategy and to alignaligns and focusfocuses our senior teams on the share value impact of all decisions, including capital deployment, dispositions and acquisitions, and to encourage agile decision-making not influenced by the pursuit of metrics established at the beginning of the performance period that might become outdated and could fail to incentivize appropriate value creation by the end of the three-year performance period.acquisitions.

The restricted stock units generally vest, subject to continued employment, in equal annual increments over a period of three years. The stock options have a per share exercise price equal to the fair market value of a share of our common stock on the date of grant, generally become exercisable subject to continued employment in equal annual increments over three years, and have a term of 10 years from the date of grant with earlier termination in connection with a termination of employment other than retirement.

The long-term incentive compensation awards granted in 2020 (the “PerformancePerformance Share Awards”)Awards are denominated in stock units and are payable in cash, with the payout amount based on our total shareholder return compared to the same measure of a stock index that includes our company (rTSR) measured over a three-year performance cycle. There are no payouts if our

2021 PROXY STATEMENT    |    5    |     ENPRO INDUSTRIES, INC.

   PROXY STATEMENT SUMMARY      EXECUTIVE COMPENSATION   

rTSR is below the 25th percentile of the firms included in that stock index, with payouts at 50% of the target payout if our rTSR is at the 25th percentile, 100% of the target payout if our rTSR is at the 50th percentile, and 200% of the target payout if our rTSR equals or exceeds the 75th percentile, with payouts interpolated for rTSR levels between these points and payout capped at 100% of the target payout level if total shareholder return over the period is negative. The selection of rTSR as the performance measure for the Performance Share Awards was designed in light of our plan for the strategic transformation of EnPro to focus senior teams on the share value impact of all decisions, including acquisitions and capital deployment, and to encourage agile decision-making unencumbered by the pursuit of metrics established at the beginning of the performance period that might become outdated and act as a disincentive to appropriate value creation by the end of the three-year performance period.

In February 2018,2020, executive officers were granted long-term incentive plan (“LTIP”) awards payablePerformance Share Awards having terms substantially the same as those awarded to the executive officers in stock and LTIP awards payable in cash for2022, with the payout amount based on our rTSR measured over a three-year performance cycle that ended on December 31, 2020. The performance measure for the LTIP awards payable in cash was adjusted return on invested capital, which return measure included goodwill and other intangible assets. The performance measure for the LTIP awards payable in stock was rTSR. These performance measures are described in greater detail on page 41. In 2020, the Compensation and Human Resources Committee adjusted the LTIP awards payable in cash into two periods in order to take account of the sale of our Fairbanks Morse division, which was a significant part of our portfolio at the time that the sale was completed in January 2020, and to account for the impact of that transaction on adjusted return on invested capital.2022. In February 2021,2023, the Compensation and Human Resources Committee certified the level of performance with respect to the LTIP awards.these Performance Share Awards.

The following charts illustrate the allocation of value based on the Compensation and Human Resources Committee’s method described above among the restricted stock units (RSUs), stock options and Performance Share Awards (valued at target) awarded to executive officers in February 20202022 and the actual performance level as a percentage of target (weighted for the LTIP awards payable in cash between the two performance cycles) and payout level, each relative to the respective target levelslevel (shown at 100%), of the LTIP awardsPerformance Share Awards for the 2018-20202020-2022 performance cycle made to the executive officers. Performance onofficers, which actual performance level exceeded the rTSR measure for LTIP awards payable in stock was below thresholdmaximum level resulting in no payout and performance on the measure for LTIP awards payable in cash was aboveat 200% of the target range for the two-year cycle and below the threshold for the one-year cycle, resulting in a 81% payout.level.

 

 

(Graphic)

20212023 PROXY STATEMENT    |    6    |     ENPRO INDUSTRIES, INC.

 

General information

The enclosed proxy is solicited on behalf of the board of directors of EnPro Industries, Inc., in connection with our 20212023 annual meeting of shareholders. The meeting will be held on Tuesday, May 4, 2021,Friday, April 28, 2023, at 11:30 a.m. (Central Time) at the company’s headquarters located at 5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina.JW Marriott, 23808 Resort Parkway, San Antonio, Texas. You may use the enclosed proxy card to vote your shares whether or not you attend the meeting. Please vote by following the instructions on the card.

Because your vote is very important, we encourage you to cast it promptly by telephone or over the Internet, or by dating, signing and returning your proxy card in the enclosed envelope. Submitting your proxy in any of these manners means your shares of our common stock will be voted as you specify by the individuals named on the proxy card.

Every vote is important! Please vote your shares promptly.

This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the meeting. Please read it carefully.

We are mailing our 20202022 annual report, including financial statements, with this proxy statement to all shareholders who hold shares directly in their own names. We will begin mailing materials to these registered shareholders on or around March 26, 2021.24, 2023. If you are a beneficial owner whose shares are held in street name in an account at a bank, securities broker or other nominee, you should receive the annual report, proxy statement and a proxy card directly from the nominee.

Any shareholder may request additional copies of these materials from our shareholder relations department, which can be reached via email atinvestor@enproindustries.comor by calling 704-731-1527.

What is the purpose of the annual meeting?

At our annual meeting, shareholders will act on the following proposals:

·Election of nineten directors;
·Adoption of an advisory resolution approving the compensation paid to our named executive officers as disclosed in this proxy statement; and
·Selection, on an advisory basis, of the frequency of future shareholder advisory votes to approve executive compensation; and
·Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021.2023.

 

Our board of directors has submitted these proposals. We are not aware of any other business to be addressed at the meeting; however, other business may be addressed if it properly comes before the meeting.

Who is entitled to vote at the meeting?

You may vote if you owned EnPro common stock as of the close of business on the record date, March 11, 2021.9, 2023. Each share of common stock is entitled to one vote onfor each matterdirector nominee and one vote for each of the other matters to be considered at the meeting. At the close of business on the record date, 20,596,10620,877,800 shares of EnPro common stock were outstanding and eligible to vote. The amount does not include 181,826178,810 shares held by an EnPro subsidiary.

Who may attend the meeting?

Holders of EnPro common stock whose shares are recorded directly in their names in our stock register (“shareholders of record”) at the close of business on March 11, 20219, 2023 may attend the meeting. In addition, shareholders who hold shares of our common stock in “street name,” that is, through an account with a broker, bank, trustee, or other holder of record, as of such date may attend the meeting by presenting satisfactory evidence of ownership as of the March 11, 20219, 2023 record date. Our invited guests may also attend the meeting.

 

20212023 PROXY STATEMENT    |    7    |     ENPRO INDUSTRIES, INC.

 
   GENERAL INFORMATION      

 

What protocols will be in place to protect the safety of those who attend the meeting?

In response to the COVID-19 pandemic, health and safety protocols will be followed at our annual meeting. All seating will be appropriately spaced to ensure proper social distancing and attendees will be required to wear a mask or other acceptable face covering during the meeting.

How do I vote?

Shareholders of record: Shareholders of record have four voting options:

·over the Internet at the website address shown on the enclosed proxy card;
·by telephone through the number shown on the enclosed proxy card;
·by completing, signing, dating and returning the enclosed proxy card by mail; or
·in person at the meeting.

Even if you plan to attend the meeting, we encourage you to vote your shares by submitting your proxy. If you choose to vote your shares at the meeting, please bring proof of stock ownership and proof of your identity for entrance to the meeting.

Shareholders owning shares in street name:If you hold your EnPro shares in street name, your ability to vote by Internet or telephone depends on the voting process of the bank, broker or other nominee through which you hold the shares. Please follow their directions carefully. If you want to vote at the meeting, you must request a legal proxy appointment from your bank, broker or other nominee and present that legal proxy appointment, together with proof of your identity, to company officials as you attend the meeting.

How do I vote my 401(k) shares?

If you hold EnPro shares in an EnPro 401(k) plan, the plan’s trustee will vote your shares according to the instructions you provide when you complete and submit the proxy instructions you receive from the plan manager.

If you hold EnPro shares in an EnPro 401(k) plan and are also a shareholder of record with shares in a registered account outside the plan, and if your plan information matches the information we have on your registered account, you will receive one proxy card representing all shares you own.

If you hold EnPro shares outside an EnPro 401(k) plan in street name, or if your registered account information is different from your plan account information, you will receive separate proxies, one for shares you hold in the plan and one for shares you hold outside the plan.

What can I do if I change my mind after I vote my shares?

Even if you have submitted your vote, you may revoke your proxy and change your vote at any time before voting begins at the annual meeting.

Shareholders of record: Shareholders of record may change their votes in one of twothree ways:

·by voting on a later date by telephone or over the Internet (only your last dated proxy card or telephone or Internet vote is counted); or
·by delivering a later dated proxy card to our Secretary, either prior to or at the meeting; or
·by voting your shares in person at the meeting. In order to vote your shares at the meeting, you must specifically revoke a previously submitted proxy.

Shareholders owning shares in street name: If you hold your shares in street name, you should contact your bank, broker or other nominee to find out how to revoke your proxy.

Is there a minimum quorum necessary to hold the meeting?

A quorum is established when the majority of EnPro shares entitled to vote are present at the meeting in person or by proxy. Abstentions and broker “non-votes” are counted as present and entitled to vote for purposes of establishing a quorum. If you return valid proxy instructions or vote in person at the meeting, you will be considered part of the quorum.

How will my vote be counted?

If you return your proxy card with specific voting instructions or submit your proxy by telephone or the Internet, your EnPro shares will be voted as you have instructed.

If you are a shareholder of record and submit a proxy by mail, telephone or the Internet without specific voting instructions, your shares will be voted according to our board of directors’ recommendations. If you do not submit valid proxy instructions or vote in person at the meeting, your shares will not be voted.

2021 PROXY STATEMENT    |    8    |     ENPRO INDUSTRIES, INC.

   GENERAL INFORMATION   

If you hold your shares in street name and do not give your bank, broker or other nominee instructions for voting your shares, your shares will be considered to be “uninstructed.” Your nominee generally has the authority to vote “uninstructed” shares at its discretion only on matters that are “routine” under the rules of the New York Stock Exchange (NYSE)(the “NYSE”). For our 20212023 meeting, only the ratification of our independent accounting firm (Proposal 3)4) is considered routine by the NYSE. The election of directors and matters related to executive compensation are not considered routine. Without your instruction, your shares will not be voted in these matters (Proposals 1, 2 and 2)3).

 

2023 PROXY STATEMENT    |    8    |     ENPRO INDUSTRIES, INC.

GENERAL INFORMATION   

What vote is required to approve each item?

Proposal 1: Election of directors. Directors are elected by a plurality of the votes cast in person or by proxy at the meeting. “Plurality” means that the director nominees who receive the largest number of votes cast are elected, up to the nineten directors to be elected at the meeting. Un-voted shares will have no impact on the election of directors. Unless a proxy includes proper instructions to “Withhold” a vote for any or all nominees, the proxy will be voted “For” each of the nominees.

In an uncontested election, any nominee who receives more “Withhold” votes than votes “For” must promptly offer his or her resignation. The Nominating and Corporate Governance Committee will review the resignation and recommend a course of action to the board. The full board, excluding the resigning director, will act within 90 days after the shareholders meeting to accept or reject the resignation. The board’s decision and an explanation of the process used to reach it will be disclosed publicly on Form 8-K.

Proposal 2: Advisory vote to approve executive compensation.The advisory resolution to approve the compensation paid to our named executive officers will be approved if more votes are cast “For” the resolution than are cast “Against” it. Although this advisory vote is not binding under applicable law, our board will review the results and take them, and the views expressed by our shareholders, into account in determining our executive compensation practices.

Proposal 3:3. Selection of frequency of future shareholder advisory votes to approve executive compensation.The frequency of the advisory vote on executive compensation receiving the greatest number of votes (every one year, every two years or every three years) will be considered the preference selected by the shareholders. Although this advisory vote is non-binding, as provided by law, our board will review the results of the vote and, consistent with our record of shareholder engagement, will take it into account in making determinations concerning the frequency of future advisory votes on executive compensation.

Proposal 4: Ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021. 2023.The ratification of the appointment of our independent accounting firm will be approved if more votes are cast “For” the proposal than are cast “Against” it.

Other businessbusiness.. Any other business that properly comes before the meeting, or any adjournment of the meeting, will be approved if more votes are cast “For” the proposal than “Against” the proposal.

How do broker non-votes and abstentions count for voting purposes?

“Broker non-votes” arise when shareholders who hold shares in street name do not give their banks, brokers or other nominees instructions for voting their shares and the banks, brokers or other nominees do not have authority to vote the shares on a matter because the matter is not routine. Abstentions and broker non-votes will count for determining whether a quorum is presentfor the meeting. Because directors are elected by a plurality of the votes cast, broker non-votes and abstentions will not count in determining the outcome of the election of directors. For all other proposals on the advisory vote on executive compensation,agenda for the ratification of the appointment of our independent accounting firmannual meeting and with respect to any other business as may properly come before the meeting or any adjournment of the meeting, only votes “For” or “Against” the proposal count—accordingly, broker non-votes, if any, and abstentions will not be counted in determining the outcome of the votes on those proposals.

Is there a list of shareholders of record entitled to vote at the annual meeting?

You may examine a list of the shareholders of record entitled to vote at the annual meeting. The list will be available at our offices at 5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina, from March 26, 202124, 2023 through the end of the meeting and will also be available at the location of the annual meeting during the annual meeting.

What are the board’s recommendations?

Your board of directors recommends that you vote:

·FOR” each of our nominees to the board of directors;
·FOR” the advisory resolution approving the compensation paid to our named executive officers as disclosed in this proxy statement; and
·For every 1 YEAR” in the advisory vote on the frequency of future shareholder advisory votes to approve executive compensation; and
·FOR” ratifying PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021.2023.

If you return a valid proxy card or respond to our proxy by telephone or Internet and do not include instructions on how you want to vote, your shares will be voted in accordance with the board’s recommendations.

 

20212023 PROXY STATEMENT    |    9    |     ENPRO INDUSTRIES, INC.

 
   GENERAL INFORMATION      

 

How can I find out the results of the vote?

We will publish final voting results in a report on Form 8-K to be filed with the Securities and Exchange Commission (the “SEC”) within four business days after the meeting. We will also post the voting results on our website, www.enproindustries.com.www.enproindustries.com.

What is “householding” and how does it affect me?

When two or more shareholders are in the same household and receive mail at the same address, rules adopted by the SEC allow us to deliver only one proxy statement and annual report to that address, reducing our cost for preparing and delivering proxy materials. If you fall into this category and would like separate mailings of our proxy statement and annual report, you may request them at no cost to you by contacting us at investor@enproindustries.comor by calling 704-731-1527. Registered shareholders who would like separate mailings in the future (or who would like to consolidate future mailings) may request them using the contact information above. Investors whose shares are held in street name by a bank, broker or other nominee should request separate mailings (or consolidation of mailings) from the nominee.

Can I access these proxy materials on the Internet?

This proxy statement and our 20202022 annual report to shareholders, which includes our 20202022 Annual Report on Form 10-K, are available at https://www.enproindustries.com/shareholder-meetingshareholder-meeting..

Shareholders of record whose shares are held directly in their names in our stock register can choose to receive these documents over the Internet in the future by accessing www.proxyvote.comand following the instructions provided on that website. Choosing to receive your materials over the Internet gives you full access to all materials and saves us printing and mailing expenses. If you make this choice, you will receive an email prior to next year’s meeting notifying you that our proxy materials and annual report are available for online review. The email will also include instructions for electronic voting. Should you desire to end electronic delivery and again receive paper copies of the materials, please notify us by letter to 5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina 28209, Attention: Shareholder Relations.

Shareholders who hold their shares in street name should request instructions for receiving future proxy statements and annual reports over the Internet from their bank, broker or other nominee.

Who will solicit votes and pay for the costs of this proxy solicitation?

We will pay the costs of the solicitation. Although our officers, directors and employees may personally solicit proxies, they will not receive any additional compensation for doing so. We may also solicit proxies by issuing press releases, posting information on our website, www.enproindustries.com, and placing advertisements in periodicals or on websites. D.F. King & Co. is assisting us in the solicitation of proxies and provides us with advice and support related to the solicitation. We do not expect the total costs to us for D.F. King’s services to exceed $20,000.$25,000.

In addition, if banks, brokers and other nominees representing shareholders who hold their shares in street name make the request, we will reimburse them for their expenses in forwarding voting materials and obtaining voting instructions from these shareholders.

Who will count the votes?

Broadridge Financial Solutions will act as the master tabulator and count the votes.

 

20212023 PROXY STATEMENT    |    10    |     ENPRO INDUSTRIES, INC.

 

Beneficial ownership of our common stock

Beneficial owners of 5% or more of our common stock

The following table sets forth information about the individuals and entities that beneficially owned more than five percent of our common stock as of March 1, 2021.2023. This information is based solely on SEC filings made by the individuals and entities by that date.

Name and Address of Beneficial Owner

Amount and Nature
of Beneficial Ownership
Percent of
Class(1)
BlackRock, Inc. et al.(2)
55 East 52nd  Street
New York, New York 100553,295,90415.8%
The Vanguard Group, Inc.(3)
100 Vanguard Blvd.
Malvern, Pennsylvania 193552,308,57911.1%
Capital International Investors(4)
333South Hope Street, 55th Floor
Los Angeles, California 900711,305,9686.3%
Dimensional Fund Advisors LP(5)
6300 Bee Cave Road, Building One
Austin, Texas 787461,285,3476.2%
GAMCO Asset Management, Inc. et al.(6)
One Corporate Center
Rye, New York 10580-14351,157,2635.5%

Name and Address of Beneficial OwnerAmount and Nature
of Beneficial Ownership
Percent of
Class(1)
   

BlackRock, Inc. et al.(2)
55 East 52nd Street
New York, New York 10055

3,161,80115.4%

The Vanguard Group, Inc.(3)
100 Vanguard Blvd.
Malvern, Pennsylvania 19355

2,083,90610.1%

GAMCO Asset Management, Inc. et al.(4)
One Corporate Center
Rye, New York 10580

1,569,239  7.6%

Dimensional Fund Advisors LP(5)
Building One, 6300 Bee Cave Road
Austin, Texas 78746

1,314,622  6.4%
   

(1)Applicable percentage ownership is based on 20,594,51320,860,486 shares of our common stock outstanding at March 1, 2021,2023, other than shares held by our subsidiaries.
(2)This information is based on a Schedule 13G dated January 25, 2021amendment filed with the SEC on January 26, 2023 by BlackRock, Inc. reporting beneficial ownership as of December 31, 2020.2022. BlackRock, Inc. reports beneficial ownership of 3,295,904 shares, with sole voting power over 3,126,5893,245,065 shares and sole dispositive power over 3,161,8013,295,904 shares. The Schedule 13G was filed by Blackrock, Inc. as a parent holding company with respect to the following subsidiaries: BlackRock Life Limited, BlackRock Advisors, LLC, Aperio Group, LLC, BlackRock (Netherlands) B.V., BlackRock Fund Advisors, BlackRock Institutional Trust Company, National Association, BlackRock Asset Management Ireland Limited, BlackRock Financial Management, Inc., BlackRock Asset Management Schweiz AG, BlackRock Investment Management, LLC, BlackRock Investment Management (UK) Limited, BlackRock Asset Management Canada Limited, BlackRock Investment Management (Australia) Limited and BlackRock Fund Managers Ltd. The Schedule 13G indicates that each of BlackRock Fund AdvisorsAdvisers and iShares Core S&P Small-Cap ETF beneficially owns 5% or greater of the outstanding shares of our common stock.
(3)This information is based on a Schedule 13G amendment dated February 10, 2021 filed with the SEC on February 9, 2023 by The Vanguard Group, Inc. reporting beneficial ownership as of December 31, 2020.30, 2022. The Vanguard Group, Inc. reports sole voting power with respect to 0 shares, shared voting power with respect to 19,94914,759 shares, sole dispositive power with respect to 2,047,8802,276,020 shares and shared dispositive power with respect to 36,02632,559 shares. The Vanguard Group, Inc. also
(4)This information is based on a Schedule 13G filed with the SEC on February 13, 2023 by Capital International Investors reporting beneficial ownership as of December 30, 2022. Capital International Investors reports sole voting power and sole dispositive power with respect to all such shares. In such Schedule 13G, Capital International Investors reports that suchit is a division of Capital Research and Management Company, as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc., and Capital Group Investment Management Private Limited. Such Schedule 13G identifies SMALLCAP World Fund, Inc. as the beneficial owner of greater than 5% of the outstanding shares of our common stock
(5)This information is based on a Schedule 13G amendment filed with the SEC on February 10, 2023 by Dimensional Fund Advisors LP reporting beneficial ownership includesas of December 30, 2022. Dimensional Fund Advisors LP reports sole voting power over 1,264,381 shares and sole dispositive power over 1,285,347 shares in its role as investment advisor to certain investment companies or as investment manager or sub- adviser to certain other commingled funds, group trusts and separate accounts, which own such shares. In its Schedule 13G amendment, Dimensional Fund Advisors LP disclaims beneficial ownership of its subsidiaries, Vanguard Asset Management, Limited, Vanguard Fiduciary Trust Company, Vanguard Global Advisors, LLC, Vanguard Group (Ireland) Limited, Vanguard Investments Australia Ltd, Vanguard Investments Canada Inc., Vanguard Investments Hong Kong Limited, Vanguard Investments UK, Limited, none of which is identified as being a beneficial owner of 5% or more of our outstanding common stock.these shares.
(6)(4)This information is based on a Schedule 13D amendment dated July 23, 2020 filed with the SEC on October 18, 2022 by GAMCO Asset Management Inc. (“GAMCO”), GAMCO Investors, Inc. (“GBL”), Mario J. Gabelli (“Mario Gabelli”), GGCP, Inc. (“GGCP”), Associated Capital Group, Inc. (“AC”), Gabelli Funds, LLC (“Gabelli Funds”), MJG Associates, Inc. (“MJG Associates”) and Gabelli Foundation, Inc. (the “Foundation”) reporting beneficial ownership as of July 22, 2020.October 17, 2022. The Schedule 13D amendment reported that the principal business office of GGCP, AC and MJG Associates is 191 Mason Street, Greenwich, Connecticut 06830, and the principal business office of the Foundation is 165 West Liberty Street, Reno, Nevada 89501. The Schedule 13D amendment reported that as of July 22, 2020, Gabelli Funds had sole voting and sole dispositive power with respect to 243,200148,900 shares, GAMCO had sole voting power with respect to 1,179,839950,063 shares and sole dispositive power with respect to 1,303,039994,863 shares, MJG Associates had sole voting power and sole dispositive power with respect to 12,0009,600 shares, and the Foundation had sole voting power and sole dispositive power with respect to 9,500 shares, and AC had sole voting power and sole dispositive power with respect to 1,5003,900 shares. The Schedule 13D amendment further reported that Mario Gabelli is deemed to have beneficial ownership of the shares owned beneficially by each of the entities listed in the immediately preceding sentence and that AC, GBL and GGCP are deemed to have beneficial ownership of the shares owned beneficially by each of such entities other than the Foundation.
(5)This information is based on a Schedule 13G amendment dated February 12, 2021 filed with the SEC by Dimensional Fund Advisors LP reporting beneficial ownership as of December 31, 2020. Dimensional Fund Advisors LP reports sole voting power over 1,272,791 shares and sole dispositive power over 1,314,622 shares in its role as investment advisor to certain investment companies or as investment manager to certain commingled funds, group trusts and separate accounts, which own such shares. In its Schedule 13G amendment, Dimensional Fund Advisors LP disclaims beneficial ownership of these shares.

 

2023 PROXY STATEMENT    |    11    |     ENPRO INDUSTRIES, INC.

BENEFICIAL OWNERSHIP OF OUR COMMON STOCK      DIRECTOR AND EXECUTIVE OFFICER OWNERSHIP OF OUR COMMON STOCK

Director and executive officer ownership of our common stock

The following table sets forth information as of March 1, 20212023 about the shares of our common stock beneficially owned by our directors and the executive officers listed in the summary compensation table included in this proxy statement, as well as the shares of our common stock that our current directors and executive officers own as a group. It also includes information regarding the number of phantom shares payable in cash and deferred stock units held by our directors payable in shares. These phantom shares and deferred stock units are not included in the number of shares beneficially owned, but reflect the economic interests of our directors in our common stock.

 

Name of Beneficial Owner

Amount and Nature
of Beneficial Ownership

of Shares(1)

 

Directors’
Phantom Shares(2)

 

Directors’
Stock Units(3)

 

Percent of
Class(4)

Eric A. Vaillancourt51,284                                  —                            —                 *
William Abbey1,304                                  —                            284                *
Thomas M. Botts22,231                                  —                            2,902                *
Felix Brueck17,034                                  —                            9,823                *
Diane C. Creel25,056                                  —                            —                 *
Adele M. Gulfo7,463                                  —                            —                 *
David L. Hauser28,288                                  4,541                           8,388                *
John Humphrey16,624                                  —                            7,653                *
Ronald C. Keating795                                  —                                             *
Judith A. Reinsdorf2,415                                                    *
Kees van der Graaf19,613                                  —                                             *
J. Milton Childress II61,297                                  —                            —                 *
Robert S. McLean54,396                                  —                            —                 *
Steven R. Bower17,104                                  —                            —                 *
Ronald R. Angelillo1,144                                  —                            —                 *
Former Executive Officer
Susan E. Sweeney(5)16,537                                  —                            —                 *
15 current directors and executive officers as a group

326,048                                  

4,541                           

29,050                

1.6%

2021 PROXY STATEMENT    |    11    |     ENPRO INDUSTRIES, INC.

   BENEFICIAL OWNERSHIP OF OUR COMMON STOCK      DIRECTOR AND EXECUTIVE OFFICER OWNERSHIP OF OUR COMMON STOCK   

Name of Beneficial Owner Amount and Nature
of Beneficial Ownership
of Shares(1)
 Directors’
Phantom Shares(2)
 Directors’
Stock Units(3)
 Percent of
Class(4)
                 
Marvin A. Riley  42,417         * 
Thomas M. Botts  17,780      2,836   * 
Felix Brueck  13,837      9,603   * 
B. Bernard Burns, Jr.  21,465      1,432   * 
Diane C. Creel  23,230         * 
Adele M. Gulfo  5,390         * 
David L. Hauser  26,249   4,438   8,198   * 
John Humphrey  11,936      5,382   * 
Kees van der Graaf  15,844      1,432   * 
J. Milton Childress II  48,696         * 
Robert S. McLean  31,766         * 
Susan E. Sweeney  13,810         * 
Jerry L. Johnson           * 
15 current directors and executive officers as a group  283,343   4,438   28,883   * 

**Less than 1%
(1)These numbers include the following shares that the individuals may acquire within 60 days after March 1, 20212023 pursuant to outstanding phantom share awards payable in shares immediately upon termination of service as a director:, Mr. Botts, 14,24814,579 shares; Mr. Brueck, 11,405 shares; Mr. Burns, 15,44011,669 shares; Ms. Creel, 20,79821,279 shares; Ms. Gulfo, 3,8833,973 shares; Mr. Hauser, 23,99524,551 shares; Mr. Humphrey, 8,5049,750 shares; Mr. Keating, 795 shares; Ms. Reinsdorf, 432 shares; Mr. van der Graaf, 14,64418,413 shares; and all current directors and executive officers as a group, 112,917105,441 shares. These numbers include the following shares that the individuals may acquire within 60 days after March 1, 20212023 through the exercise of stock options: Mr. Riley, 16,862Vaillancourt, 25,284 option shares; Mr. Childress, 5,70024,297 option shares; Mr. McLean, 3,73019,930 option shares; Mr. Bower, 7,106 option shares; Dr. Sweeney, 2,0834,080 option shares; and all current directors and executive officers as a group, 29,72576,617 option shares. The numbers also include the following shares held in our Retirement Savings Plan for Salaried Employees as follows: Mr. Vaillancourt, 2,670 shares; Mr. Childress, 1,1641,191 shares; Dr. Sweeney, 1,4821,654 shares; and 2,6463,861 shares in the aggregate allocated to members of all current directors and executive officers as a group. The amounts reported do not include restricted stock units as follows: Mr. Riley, 51,145Vaillancourt, 22,219 restricted stock units; Mr. Childress, 14,2318,182 restricted stock units; Mr. McLean, 9,149 restricted stock units; Dr. Sweeney, 6,9935,830 restricted stock units; Mr. Johnson 7,331Bower, 2,029 restricted stock units; Mr. Angelillo, 1,464 restricted stock units; and all current directors and executive officers as a group, 94,41939,724 restricted stock units. The amounts reported include the following restricted stock units that are vested but deferred under our Management Stock Purchase Plan: Mr. Childress, 438281 shares; Mr. McLean, 624508 shares; Mr. Bower, 130 shares; Dr. Sweeney, 13132 shares; and all current directors and executive officers as a group, 1,323919 shares. The amounts reported do not include the following unvested stock options: Mr. Riley, 137,547Vaillancourt, 21,103 option shares; Mr. Childress, 26,87310,115 option shares; Mr. McLean, 17,7087,259 option shares; Mr. Bower, 2,431 option shares; Dr. Sweeney, 10,1583,995 option shares; Mr. Johnson, 19,485 option shares and all current directors and executive officers as a group, 218,16440,908 option shares. The amounts reported do not include share unit accounts under our Management Stock Purchase Plan for deferrals of annual incentive compensation: Mr. Childress, 1,7811,138 shares; Mr. McLean, 2,5252,060 shares; Dr. Sweeney, 526Mr. Bower, 519 shares; and all current directors and executive officers as a group, 5,3513,717 shares.
(2)This amount reflects cash-settled phantom shares awarded to Mr. Hauser and dividend equivalents accrued with respect to these awards. We ceased awarding cash-settled phantom shares to directors before the other directors joined the board. When Mr. Hauser leaves the board, he will receive cash in an amount equal to the value of these phantom shares. Because these phantom shares are payable in cash, Mr. Hauser has neither voting nor investment authority in common stock arising from his ownership of these phantom shares and is therefore not deemed to beneficially own shares underlying these awards, though his economic interest with respect to these awards is equivalent to the economic interest of stock ownership.
(3)These numbers reflect the number of stock units credited to those non-employee directors who have elected to defer all or a part of the cash portion of their annual retainer and meeting fees pursuant to our Deferred Compensation Plan for Non-Employee Directors. See “Corporate Governance Policies and Practices—Director Compensation.” Because the stock units are not actual shares of our common stock and the directors may not receive the underlying shares within 60 days after March 1, 2021,2023, the directors do not currently beneficially own the underlying shares, though the directors’ investment with respect to these units are equivalent to the economic interests of stock ownership.
(4)These percentages do not include the directors’ phantom shares or stock units described in footnotes 12 and 2,3, above. Applicable percentage ownership is based on 20,594,51320,860,486 shares of our common stock outstanding at March 1, 2021,2023, other than shares held by our subsidiaries.
(5)The information with respect to Dr. Sweeney’s ownership of shares of our common stock is as of February 4, 2022, the date she ceased serving as EnPro’s Senior Vice President and Chief Human Resources Officer. The stock options held by Dr. Sweeney would expire on February 4, 2023 if not exercised.

 

2023 PROXY STATEMENT    |    12    |     ENPRO INDUSTRIES, INC.

BENEFICIAL OWNERSHIP OF OUR COMMON STOCK      Delinquent Section 16(a) reports

Delinquent Section 16(a) reports

Section 16(a) of the Exchange Act requires our directors and officers and people who own more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock. The SEC requires these reports to be filed within specified deadlines after the event triggering the requirement to file a report.

We have reviewed the copies of the Section 16 reports filed with the SEC. Based solely on this review, and written representations of our directors and officers, we believe that no director, officer, or 10% shareholder failed to timely file in 20202022 any report required by Section 16(a). other than a Form 4 to report a grant of restricted stock units by the Company to Mr. Angelillo that was filed one day late.

 

20212023 PROXY STATEMENT    |    1213    |     ENPRO INDUSTRIES, INC.

 

Proposal 1 — Election of directors(Item 1 on the proxy card)

At our annual meeting, shareholders will be asked to elect nineten directors who will hold office until our 20222024 annual meeting or until their respective successors are elected and qualified. All of the nominees are incumbent directors who were elected at the 2020 annual meeting of shareholders and whose terms would otherwise expire upon the election of directors at the meeting. The average tenure of the independent directors nominated for election at the annual meeting is 8.46.8 years, with the tenure of the incumbent directorsdirector nominees ranging from 2.40.1 to 1416 years.

In selecting new members to the board, we have sought individuals with diverse skills and experiences to complement those of the other directors. William Abbey, who was elected as a director by the board in September 2022, brings to the board more than 25 years of experience in the semiconductor industry and a deep knowledge of the evolving global semiconductor ecosystem. Ronald C. Keating, who was elected as a director by the board in February 2023, brings to the board significant operational, strategic, and senior leadership experience in industries serving commercial and industrial markets, including as the current President and Chief Executive Officer of a NYSE-listed global manufacturer. The selections of Mr. Abbey and Mr. Keating were the result of deliberative processes undertaken by the Nominating and Corporate Governance Committee of our board of directors. This committee is composed entirely of independent directors. Each of Mr. Abbey and Mr. Keating was recommended to the Nominating and Corporate Governance Committee by a director search firm retained by the Nominating and Corporate Governance Committee.

Diane C. Creel, a current director who has served as a member of our board of directors since 2009, has not been nominated for re-election at the 2023 annual meeting and will retire from the board of directors at that time pursuant to the age provisions of our Corporate Governance Guidelines. In connection with Ms. Creel’s retirement, the board of directors has adopted a resolution reducing the size of the board of directors from eleven to ten effective at the commencement of the 2023 annual meeting. B. Bernard Burns, Jr., who served as a director since 2011 and whose age similarly limited his continued service under our Corporate Governance Guidelines, retired from the board of directors in February 2023 to facilitate the election of Mr. Keating as a director, as our articles of incorporation limit the maximum size of the board of directors to eleven.

All nominees have indicated that they are willing to serve as directors if elected. Properly executed proxies that do not contain voting instructions will be voted for the election of each of these nominees. If any nominee should become unable or unwilling to serve, the proxies will be voted for the election of a person designated by the board of directors to replace the nominee. Under our bylaws, no person less than 18 years of age is eligible to be elected as a director.

The board of directors unanimously recommends that you vote “FOR” the election of each of the nominees for director named on the following pages.

 

2023 PROXY STATEMENT    |    14    |     ENPRO INDUSTRIES, INC.

PROPOSAL 1 — ELECTION OF DIRECTORS      NOMINEES FOR ELECTION

Nominees for election

(Photo)MarvinEric A. RileyVaillancourt

Chief Executive Officer

and President

Age 4659

Director since 20192021

Experience: Mr. RileyVaillancourt has served as our President and Chief Executive Officer and President since July 29, 2019,November 28, 2021, having served as our Executive ViceInterim President and Chief OperatingExecutive Officer since July 2017.August 2, 2021.

Prior to his appointment as Interim President and Chief Executive Officer, Mr. RileyVaillancourt served as President of our Fairbanks Morse EngineEnPro’s Sealing Technologies segment since August 26, 2020. Prior to that, Mr. Vaillancourt served as President, STEMCO division from May 2012 to Maybeginning in July 2018. Prior to that, Mr. Rileyhe served as Vice President, Manufacturing, of EnProGarlock division since December 2011. Mr. RileyNovember 2014. Since joining the Company in 2009, he has also served as Vice President, Global Operations of our GGB division from November 2009 until November 2011

Garlock Sealing Products and as Vice President, Operations Americas, GGB division, from July 2007 until November 2011.Sales and Marketing of the Garlock division. Prior to joining EnPro in 2009, Mr. Riley was an executive with General Motors Vehicle Manufacturing andVaillancourt held

multiple positions of increasing responsibility from 1997 to 2007 within General Motors.with Bluelinx Corporation, culminating in his position as Regional Vice President North-Sales and Distribution.

Mr. RileyVaillancourt received a B.S.E.E.B.S. in electrical engineeringBusiness Management from Howard University and an M.B.A. from Johns Hopkins UniversityEmpire State College and completed the AdvancedHarvard Management Program at the Harvard Business School.in 2014.

Current public company directorships:Qualifications:

•   Cree, Inc.

Public company directorships·   Over 30 years of general management, operations and commercial experience in the last five years:

•   TimkenSteel Corporation

Qualifications:

•   Over twelve years’ experiencedifferent business cycles and environments, with over 12 years in divisional management and senior corporate executive roles at EnPro, including as our Chief Executive Officer and President since July 29, 2019.Officer.

 

•   ·Extensive experience in strategic planning, including mergers and acquisitions.

·Active involvement in, and deep understanding of, our company’s operations and markets.

 

·   Specific knowledge of our businesses, our people, our challenges and our prospects for continued growth.

William Abbey

Age 52

Director since 2022

Experience: Mr. Abbey’s career has focused on the semiconductor industry. Since April 2017, Mr. Abbey has served as Senior Vice President of Sales and Partner Enablement at Arm Limited, a global semiconductor leader owned by SoftBank Group Corp. Since joining Arm in 2004, Mr. Abbey has held a number of leadership roles, including General

Manager of Arm’s Physical Design Group and Vice President of Commercial Operations for the Physical IP Division. Prior to joining Arm, Mr. Abbey held various positions at Silicon Concepts, Celoxica, Siemens Semiconductors and Blue Wave Systems.

Mr. Abbey earned a B.Eng. from Sheffield Hallam University in England.

Qualifications:

·   Deep insight across the global semiconductor ecosystem, including with respect to the most leading-edge technologies.

·Extensive international business experience.

·Broad managerial experience in sales and commercial operations.

 

20212023 PROXY STATEMENT    |    1315    |     ENPRO INDUSTRIES, INC.

 
   PROPOSAL 1 ELECTION OF DIRECTORS      NOMINEES FOR ELECTION   

 

(Photo)

Thomas M. Botts

Age 68

Director since 2012

 

Age 66

Director since 2012

Experience: Mr. Botts retired from Royal Dutch Shell on December 31, 2012 as executive vice president, global manufacturing, Shell Downstream Inc. He was responsible for Shell’s global manufacturing business, including all refineries and chemical complexes.

 

He joined Shell in 1977 as a production engineer and served in a number of corporate and operating roles including executive vice president for exploration and production (E&P) in Europe, leading Shell’s largest E&P unit. He held those responsibilities from 2003 to 2009.

 

He has been a member of the board of directors of the National Association of Manufacturers, a member of the

American Petroleum Institute Downstream Committee, and

a member of the council of overseers for the Jones Graduate School of Business at Rice University.

He currently is a non-Executive Director for Wood plc, an international energy services company based in the United Kingdom, a member of the board of directors of the University of Wyoming Foundation, Chairman of the Governor’s Tier 1 Task Force at the University of Wyoming, a member of the Energy Resources Council, University of Wyoming, and a member of the Society of Petroleum Engineers.

Mr. Botts received a B.S. in Civil Engineering from the University of Wyoming.

Current publicPublic company directorships:directorships in the last five years:

John Wood Group PLC

Qualifications:

•   ·Thirty-five years of global business experience in oil and gas exploration, and production and refining and petrochemical manufacturing.

 

· Extensive experience in our oil, gas and petrochemical markets.

 

•   ·Successful leadership in business transformation in large scale, multi-country organizations.

(Photo)

Felix M. Brueck

Age 6567

Director since 2014

Experience: Mr. Brueck is a Director Emeritus of McKinsey & Company, Inc., a global consulting firm. He was a Director at McKinsey prior to his retirement in 2012. During his almost 30-year career with McKinsey, Mr. Brueck specialized in counseling clients in operational and organizational transformations of entire companies, major functions or business units in technologically complex industries. He was based in offices in Munich, Tokyo and Cleveland.

While at McKinsey, Mr. Brueck led the Firm’s Manufacturing Practice in the Americas and its Organizational Effectiveness

Practice in the Americas. He was a founder of McKinsey’s

Performance Transformation Practice. Prior to joining McKinsey, Mr. Brueck worked as an engineer for Robert Bosch GmbH.

Mr. Brueck received a Dipl. Ing. (the equivalent of a Master’s Degree in Mechanical Engineering) from RWTH Aachen University in Germany and a Master’s Degree in International Management from Thunderbird School of Global Management.

Qualifications:

· Expertise and insights developed over 30 years into operational and organizational strategies and structures across a broad range of the industries in which EnPro operates.

 

· Skill and experience in leadership development and optimizing productivity.

 

•   ·Experience as an advisor to companies around the world regarding global markets, business environments and practices.

 

20212023 PROXY STATEMENT    |    1416    |     ENPRO INDUSTRIES, INC.

 
   PROPOSAL 1 — ELECTION OF DIRECTORS      NOMINEES FOR ELECTION   

 

(Photo)Adele M. Gulfo

B. Bernard Burns, Jr.

Age 60

Director since 2018

 

Age 72

Director since 2011

Experience: Mr. Burns’ career has focused on corporate law, industrial manufacturing, mergers and acquisitions, and service on the boards of companies engaged in a variety of businesses.

Mr. Burns retired as counsel to the law firm McGuireWoods LLP in 2018, and was a partner of that firm from 2001 to 2011, and of a predecessor firm from 1979 to 1989. He also served as the Managing Director of McGuireWoods Capital Group, a merger-and-acquisition advisory business, which he co-founded in 2001, until 2018. Prior to 2001, Mr. Burns served in various executive capacities with United Dominion Industries Limited, a diversified industrial manufacturer. At United

Dominion, he was Senior Vice President and General Counsel from 1993 to 1996, and president of several of its operating segments and divisions from 1996 to 2001.

Mr. Burns earned a B.A. from Furman University and a J.D. from the Duke University School of Law and completed the Advanced Management Program at Duke University’s Fuqua School of Business.

Qualifications:

•   Deep experience in legal, corporate governance and operating issues.

•   Extensive experience in mergers and acquisitions, including assessment of the valuation and performance of potential acquisitions.

•   Long tenure as a senior manager in diverse roles at a large diversified manufacturer.

•   Considerable board of director experience at a number of private companies engaged in a broad spectrum of manufacturing and distribution businesses, including service as interim CEO and member of compensation, audit and executive committees.

(Photo)

Diane C. Creel

Age 72

Director since 2009

Experience: Ms. Creel served as Chairman, Chief Executive Officer and President of Ecovation, Inc., a waste-to-energy systems company, from May 2003 until her retirement in September 2008. Before joining Ecovation, Ms. Creel was Chairman, Chief Executive Officer and President of Earth Tech, Inc., an international consulting engineering firm, a position she held from January 1991 to May 2003. She joined Earth Tech as Vice President in 1984 and served there as Chief Operating Officer from 1987 to 1991.

Ms. Creel was director of business development and communications for CH2M Hill from 1978 to 1984, manager of communications for Caudill Rowlett Scott from 1976 to

1978, and director of public relations for LBC&W, Architects-Engineers-Planners from 1971 to 1976.

Ms. Creel has a B.A. and M.A. from the University of South Carolina.

Current public company directorships:

•   Allegheny Technologies Incorporated (lead director)

•   TimkenSteel Corporation

Public company directorships in the last five years:

•   Timken Corporation

•   URS Corporation

Qualifications:

•   Extensive senior management experience, including 15 years as a CEO/Chairman of the Board.

•   Experience in and knowledge of mergers and acquisitions, environmental matters, corporate governance, strategic planning, finance, executive compensation and benefits and international markets.

2021 PROXY STATEMENT    |    15    |     ENPRO INDUSTRIES, INC.

   PROPOSAL 1 — ELECTION OF DIRECTORS      NOMINEES FOR ELECTION   

(Photo)Adele M. Gulfo

Age 58

Director since 2018

Experience: Ms. Gulfo has served as the Chief Business and Commercial Development Officer at Sumitovant Biopharma since December 2019. Sumitovant Biopharma, formed as a wholly owned subsidiary ofprivately held company affiliated with Sumitomo Dainippon Pharma Co., Ltd., operates five biopharmaceutical companies acquired from Roivant Sciences Ltd. in December 2019.2019, which include Myovant Sciences Ltd. From May 2018 to December 2019, Ms. Gulfo served as Chief of Commercial Development of Roivant Sciences. Prior to joining Roivant Sciences in May 2018, Ms. Gulfo served as Executive Vice President and Head of Global Commercial Development for Mylan N.V. from January 2014 to January 2018. Before joining Mylan, Ms. Gulfo spent five years at Pfizer Inc. in a number of executive positions, including President and General Manager, U.S. Primary Care. She also ran Commercial

Operations and the Managed Markets organization across

Pfizer’s biopharmaceutical business in the U.S. Prior to joining Pfizer, she held several executive positions at AstraZeneca Pharmaceuticals and at the Parke-Davis division of Warner-LambertWarner- Lambert (which later merged with Pfizer), and, as the Senior Director, Cardiovascular Marketing for that company, she launched Lipitor, the best-selling pharmaceutical product.

 

Ms. Gulfo holds a B.S. in Biology from Seton Hall University and a M.B.A. in Marketing from Fairleigh Dickinson University.

Current public company directorships:

•   ·Medexus Pharmaceuticals Inc.

•   Myovant Sciences Ltd.

Public company directorships in the last five years:

·Myovant Sciences Ltd.

 

•   ·Bemis Company, Inc.

Qualifications:

•   ·Extensive commercial development, marketing and general management background, with deep experience in global markets and the pharmaceutical industry.

•   ·Executive experience in multiple firms with strategic planning, transforming commercial operations, maximizing efficiency and increasing employee engagement.

(Photo)

David L. Hauser

Age 6971

Director since 2007

Experience: Mr. Hauser was affiliated with FairPoint Communications, Inc., a communications services company, from July 2009 until March 2011. He joined FairPoint as Chairman of the Board and Chief Executive Officer and served as a consultant to thethat company from August 2010 until March 2011.

 

Prior to joining FairPoint, Mr. Hauser had a 35-year career with Duke Energy Corporation, one of the largest electric power companies in the United States. He was Group Executive and Chief Financial Officer of Duke Energy from April 2006 until June 30, 2009, and was Chief Financial Officer and Group Vice President from February 2004 to April 2006. He was named acting Chief Financial Officer in November 2003. He was Senior Vice President and Treasurer from June 1998 to November

November 2003. During his first 20 years with Duke Energy, Mr. Hauser served in various accounting positions, including controller.

 

Mr. Hauser is a member of the board of trustees of Furman University and a past member of the board of trustees of the University of North Carolina at Charlotte. He has retired as a member of the North Carolina Association of Certified Public Accountants.

 

Mr. Hauser received a B.A. from Furman University and an M.B.A. from the University of North Carolina at Charlotte.

Current public company directorships:

•   ·OGE Energy Corp.

Qualifications:

•   ·Training and experience in various accounting and financial reporting roles.

•   ·Service as the chief financial officer of a major corporation provides valuable insight into accounting, financial controls and financial reporting.

•   ·Understanding of public company strategic and corporate planning, including capital allocation.

 

20212023 PROXY STATEMENT    |    1617    |     ENPRO INDUSTRIES, INC.

 
   PROPOSAL 1 — ELECTION OF DIRECTORS      NOMINEES FOR ELECTION   

 

(Photo)

John Humphrey

Age 5557

Director since 2015

Experience: From 2011 to May 2017, Mr. Humphrey served as Executive Vice President and Chief Financial Officer of Roper Technologies, Inc., a Fortune 1000 company that designs and develops software and engineered products and solutions for healthcare, transportation, food, energy, water, education and other niche markets worldwide, and he retired from Roper in December 2017. From 2006 to 2011, he served as Vice President and Chief Financial Officer of Roper. Prior to joining Roper, Mr. Humphrey served as Vice President and Chief Financial Officer of Honeywell Aerospace, the aviation segment of Honeywell International Inc., after serving in several financial positions with Honeywell International and its predecessor AlliedSignal. Mr. Humphrey’s earlier career included 6 years with Detroit Diesel Corporation, a manufacturer of heavy-dutyheavy- duty engines, in a variety of engineering and manufacturing management positions.

Mr. Humphrey is a member of the Board of Advisors of the Elon University Love School of Business.

 

Mr. Humphrey received a B.S. in Industrial Engineering from Purdue University and an M.B.A. in Finance from the University of Michigan.

Current public company directorships:

•   ·Ingersoll Rand Inc. (formerly, Gardner Denver Holdings, Inc.)

•   ·O-I Glass, Inc. (formerly, Owens-Illinois, Inc.)

Qualifications:

•   ·Prior service as the chief financial officer of a Fortune 1000 corporation provides insight into accounting and financial issues affecting public corporations.

•   ·Experience with international markets, business environments and practices.

•   ·Experience and expertise in capital allocation and strategic planning, including mergers and acquisitions and other business development activities.

•   ·Experience in management of several manufacturing companies provides insight into manufacturing and operational issues.

Ronald C. Keating

Age 54

Director since 2023

Experience: Mr. Keating has served as President, Chief Executive Officer and a director of Evoqua Water Technologies Corp., a global provider of water and wastewater treatment solutions and services, since December 2014. Prior to joining Evoqua, Mr. Keating was with Contech Engineered Solutions LLC, a provider of infrastructure products, including bridges, drainage systems, storm-water solutions, retaining walls and earth stabilization products, serving as its Chairman, President and Chief Executive Officer from May 2008 to November 2014 and as its President and Chief Operating Officer from August 2007 to May 2008. Prior to joining Contech, Mr. Keating served in various senior management roles and held senior leadership positions at Kennametal Inc. and Ingersoll-Rand Inc.

Mr. Keating received an M.B.A. from the Kellogg School of Management at Northwestern University and a B.S. in Industrial Distribution from Texas A& M University.

Current public company directorships:

·Evoqua Water Technologies Corp.

Public company directorships in the last five years:

·US Ecology, Inc.

Qualifications:

·Experience and perspective as the current President and Chief Executive Officer of a NYSE-listed global manufacturer

·Extensive senior management and operating experience, including over 14 years as a Chief Executive Officer and board of directors member.

·Experience in and knowledge of mergers and acquisitions, environmental matters, corporate governance, strategic planning, finance, audit, risk, cybersecurity, executive compensation and benefits and international markets.

2023 PROXY STATEMENT    |    18    |     ENPRO INDUSTRIES, INC.

PROPOSAL 1 — ELECTION OF DIRECTORS      NOMINEES FOR ELECTION

(Photo)

Judith A. Reinsdorf

Age 59

Director since 2021

Experience: Ms. Reinsdorf served, from March 2007 until her retirement in November 2017, as Executive Vice President and General Counsel of Johnson Controls International plc, global leader in building products and technology and integrated solutions, which was known as Tyco International plc until September 2016. Prior to that, Ms. Reinsdorf served as General Counsel and Secretary of C.R. Bard, Inc., Vice President and Associate General Counsel of Pharmacia Corporation and Chief Legal Counsel of Monsanto Company. Ms. Reinsdorf serves on the board of directors of the New Jersey Chapter of the National Association of Corporate Directors (NACD) and has received the NACD Directorship Certification.

Ms. Reinsdorf received a B.A. from the University of Rochester and a J.D. from Cornell Law School.

Current public company directorships:

·Nurix Therapeutics, Inc.

Public company directorships in the last five years:

·Alexion Pharmaceuticals, Inc.

·The Dun & Bradstreet Corporation

·Cornerstone Building Brands, Inc.

Qualifications:

·Strong expertise in corporate governance, risk management and legal matters.

·Broad experience in strategic planning, global compliance, data privacy, and regulatory matters.

·Extensive global and deep M&A experience, including leading legal, EHS and public affairs functions at large U.S. public companies with complex global operations and in regulated industries.

·Deep experience in many of EnPro’s end markets, including growth markets such as pharmaceuticals.

Kees van der Graaf

Age 72

Director since 2012

 

Age 70

Director since 2012

Experience: Mr. van der Graaf is owner and chairman of FSHD Unlimited, a biotechnology company he founded in October 2014. Mr. van der Graaf was an Executive-in-Residence at IMD International, an international business school based in Lausanne, Switzerland between 2008 and 2011 and was Co-director of the IMD Global Center in 2011.

 

Prior to joining IMD, Mr. van der Graaf enjoyed a 32-year career with Unilever NV and Unilever PLC, which operate the Unilever Group, a multinational supplier of fast-moving consumer goods. At Unilever, Mr. van der Graaf served as President of Ice Cream and Frozen Foods—Europe from 2001 to 2004 and as a member of the Board and Executive Committee of Unilever NV and Unilever PLC from 2004 to 2008. During that period, he had responsibilities for the Global Foods division and later for the European Business group.

Until February 2015, Mr. van der Graaf served as a member of the board of directors of Ben & Jerry’s, a wholly owned

subsidiary of Unilever, which is charged with preserving and expanding Ben & Jerry’s social mission, brand integrity and product quality.

 

He has also served as a member of the supervisory boards of several privately held European-based companies and served as chairman of the supervisory board of the University of Twente in The Netherlands.

 

Mr. van der Graaf received a degree in mechanical engineering and an M.B.A. from the University of Twente.

Current public company directorships:

•   ·Basic-Fit N.V. (Chairman)—Mr. van der Graaf will retire as Chairman and as a director of this firm on April 24, 2023

•   GrandVision N.V. (Chairman)

Public company directorships in the last five years:

•   ·GrandVision N.V.

·Carlsberg A/S

•   OCI N.V.

Qualifications:

•   ·Extensive experience as an executive manager in global public corporations.

•   ·Geographic knowledge and management experience in European markets, business environments and practices.

 

20212023 PROXY STATEMENT    |    1719    |     ENPRO INDUSTRIES, INC.

 
   PROPOSAL 1 ELECTION OF DIRECTORS      DIRECTOR DIVERSITY   

 

Director diversity

EnPro seeks diversity among the directors, including diversity in professional experience, skills and industry background, as well as gender, racial/ethnic and geographic diversity. Our board of directors and its Nominating and Corporate Governance Committee believe this diversity permits the board to make sound decisions that support shareholder value. Diversity of professional experience, skills and industry background is highlighted in the director experience and qualifications matrix that appears on page 3 and in their respective biographies outlined on the foregoing pages. In addition to this diversity in experience, skills and background, the board currently includes two female directors, one director who is a person of color and threefour directors whose careers involved working either entirely or substantially outside the United States. Our Corporate Governance Guidelines provide that when conducting searches for new directors, the Nominating and Corporate Governance Committee will take reasonable steps to include diverse candidates in the pool of nominees and any search firm engaged by the Nominating and Corporate Governance Committee will affirmatively be instructed to seek to include diverse candidates.

While 30% of the members of the board of directors elected at the 2022 annual meeting identified as female, with the retirement of Diane Creel at the 2023 annual meeting, we will have two female directors on our board. We fully intend to recruit a female director with qualifications that align with our director skills matrix to fill the next board vacancy anticipated in 2024. With the addition of two new directors in the past seven months, the board of directors plans to complete their on-boarding prior to including another new director on the board. Over the last five years, 75% of our new non-employee board appointments have been diverse.

Board leadership structure

The primary responsibility of our board of directors is to oversee and direct management in its conduct of our business. Members of the board are kept informed about our business through discussions with the Chairman and our officers, by reviewing materials provided to them, and by participating in board and committee meetings. In addition, non-management directors meet periodically in executive session without members of management present. These sessions are presided over by the Chairman of the Board of Directors, presently Mr. Hauser, who is functionally our lead independent director.

We believe that the positions of Chairman of the Board of Directors and Chief Executive Officer should be held by separate individuals, and they have been since the inception of our company. The role of Chairman is a non-executive position currently filled by Mr. Hauser, an independent director. Mr. Riley,Vaillancourt, our Chief Executive Officer, is the only current director who is employed by the company. This structure continues to be appropriate for our company given the individuals serving in those positions. Mr. Hauser is a former chief executive officer of a publicly held company and serves and has served as a director of other public companies. This experience, coupled with his knowledge of and familiarity with our company and its businesses through his service on our board of directors, gives him the ability to serve as a valued sounding board for our Chief Executive Officer.

Committee structure

Our board of directors has four committees:

•   ·an Executive Committee•   ·a Compensation and Human Resources Committee
•   ·an Audit and Risk Management Committee•   ·a Nominating and Corporate Governance Committee

To maximize the efficiency of our board, all of our independent directors serve on each committee other than the Executive Committee. For a list of our independent directors, see “Corporate Governance Policies and Practices—Director Independence.”

Each board committee operates under a written charter approved by the board. Copies of these charters are available on our website at www.enproindustries.com. www.enproindustries.com. Click on “For Investors” and then “Governance” and then “Committees” and look under “Committee Charters.” Copies of the charters are also available in print to any shareholder who requests them.

Executive Committee.The Executive Committee is chaired by Mr. RileyVaillancourt and includes Mr. Hauser and the chairs of the other board committees. Its primary function is to exercise the powers of the board as and when directed by the board or when the board is not in session, excluding powers which may not be delegated to a committee of directors under North Carolina law. The committee did not meet in 2020.2022.

Audit and Risk Management Committee.The Audit and Risk Management Committee assists the board in monitoring the integrity of our financial statements, our compliance with legal and regulatory requirements, our management of areas of significant risk (including insurance, pension, cybersecurity, environmental and litigation) and the qualifications, independence and performance of our internal auditors and independent registered public accounting firm. This committee has the sole authority to appoint or replace our independent registered public accounting firm and to approve all related fees. The committee met four times in 2020.2022. Mr. BurnsHumphrey is the chairman.chair of the committee.

 

20212023 PROXY STATEMENT    |    1820    |     ENPRO INDUSTRIES, INC.

 
   PROPOSAL 1 ELECTION OF DIRECTORS      COMMITTEE STRUCTURE   

Compensation and Human Resources Committee.The Compensation and Human Resources Committee assists the board and management in overseeing the appropriateness and cost of our compensation and benefit programs, particularly for executives.executives, and in overseeing our human capital management strategies, including talent development. The committee sets the salaries and annual bonus and long-term award opportunities for our senior executives, assesses the performance of our Chief Executive Officer, and oversees succession planning. Responsibility for the design, administration, asset management and funding policies of our qualified and non-qualified benefit plans is delegated to a benefits committee consisting of members of management and other employees. However, the Compensation and Human Resources Committee has expressly retained the authority to approve amendments to benefit plans (except those resulting from collective bargaining agreements) that would materially affect the cost, basic nature or financing of these plans. In addition, the committee approves all formal policies established by the benefits committee and reviews the benefits committee’s activities at least once a year. The committee annually reviews our human capital management and talent development strategies and more frequently considers matters with respect to employee safety, retention and diversity. The committee met four times in 2020.2022. Mr. Botts is the chairman.chair of the committee.

Nominating and Corporate Governance Committee.The Nominating and Corporate Governance Committee identifies and nominates individuals who are qualified to become members of the board, assesses the effectiveness of the board and its committees, and recommends board committee assignments. This committee reviews our strategy, policies and processes with respect to environmental, social and sustainability matters, including advising the board and management on matters pertinent to sustainability and reviewing and recommending board adoption of our periodic sustainability reports made available toto the public. This committee assists the board and management in exercising sound corporate governance and reviews various corporate governance issues, including those items discussed under “Corporate Governance Policies and Practices.” The committee met fivefour times in 2020. Mr. Hauser2022. Ms. Reinsdorf is the chairman.chair of the committee.

Risk oversight

As described above, the Audit and Risk Management Committee assists the board in monitoring our compliance with legal and regulatory requirements and the way we manage areas of significant risk. The company’s internal audit group periodically analyzes risks to our company and reports the results of its analysis to the Audit and Risk Management Committee. The head of the internal audit group reports directly to the Audit and Risk Management Committee and customarily attends meetings of that committee. Our Chief Executive Officer, Chief Financial Officer and General Counsel also customarily attendsattend the committee’s meetings.

Meetings and attendance

The board met five times in 2020. Board2022. Regularly scheduled board and committee meetings are typically held on successive days, with meetings typically covering two days. The board conducts periodic visits to our facilities as part of its regularly scheduled meetings. In 2020,2022, each current director attended at least 75% of the meetings of the full board and of the board committees on which he or she serves that were held during the period of the director’s service.

All directors are encouraged by policy to attend our annual meeting of shareholders. Our 2020All but one of the individuals then serving as director physically attended our 2022 annual meeting, with the director who was held shortly after the United States beganunable to more broadly experience the outbreak of COVID-19 and was held at our corporate headquarters. All of the directors participated telephonically and were available to address any questions that might have been raised by shareholders at the meeting; none of the directors attendedattend physically in light of then recently imposed restrictions and other safety concerns.participating telephonically. Generally, over the past decade no shareholders have attended our annual meetings other than directors, officers and corporate office employees who hold shares, and that was the case with respect to our 20202022 annual meeting.

 

20212023 PROXY STATEMENT    |    1921    |     ENPRO INDUSTRIES, INC.

 

Corporate governance policies and practices

Our board of directors and management firmly embrace good and accountable corporate governance. We believe an attentive board operating under the highest standards of corporate governance is a tangible competitive advantage. Our board has undertaken substantial efforts to meet those standards.

Corporate Governance Guidelines and Code of Business Conduct

The board regularly reviews our Corporate Governance Guidelines, taking into account recent trends in corporate governance and any new rules adopted by the NYSE and the SEC. Among other things, these guidelines specify that:

·the Chief Executive Officer should be the only employee who serves as a director subject to exceptions approved by the board of directors;
·a substantial majority of the members of the board should be independent;
·the board should hold regularly scheduled executive sessions without management present;
·board members should attendbe available to participate in our annual shareholders’ meeting; and
·the board should annually evaluate its performance and contributions, and those of its committees.

Our Corporate Governance Guidelines also:

·require any nominee for director in an uncontested election to tender a resignation if a greater number of votes are “withheld” from his or her election than are voted “for” the nominee; and
·prohibit directors from using EnPro stock in hedging or monetization transactions, including through the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments.

Our Code of Business Conduct (the “Code”) applies to our directors and all EnPro employees, including our principal executive, financial and accounting officers. The Code covers conflicts of interest, corporate opportunities, confidentiality, protection and proper use of company assets, fair dealing, compliance with laws (including insider trading laws), the accuracy and reliability of our books and records, and the reporting of illegal or unethical behavior.

The Code requires all transactions by directors or employees that would create a conflict of interest, including related party transactions that require disclosure in our proxy statement, to be reviewed by a member of our internal Corporate Compliance Committee or an attorney in our legal department. The Code also requires the transaction to be presented to our Chief Executive Officer and the Audit and Risk Management Committee. The Code does not include specific procedures for dealing with these transactions, but allows them to be dealt with case-by-case as they arise. All members of the board and all officers must annually certify their compliance with the Code. Each member of the board and each officer certified compliance without exception in the first quarter of 2021.2022.

Copies of the Code and our Corporate Governance Guidelines are available on our website at www.enproindustries.com.www.enproindustries.com. From our home page, click on the “For Investors” tab, then on “Governance,” then on “Corporate Governance Documents” and then, for the Code, click “Code of Conduct” and, for the Corporate Governance Guidelines, click “Corporate Governance Guidelines.”

Corporate social responsibility and sustainability

The EnPro board exercises oversight with respect to corporate social responsibility and sustainability matters directly and through its committees. Our emphasis on corporate social responsibility and sustainability is at the core of how EnPro does business. We believe this focus creates long-term value and better returns for all stakeholders, while positioning our stakeholders and positions our businessbusinesses for ongoing success. This focus aligns with and includes our human capital strategyPeople Strategy of attracting and retaining the most talented people, protectingnurturing their mental and physical health, and fostering their development. holistic development and well-being across the organization and throughout careers.

Board oversight.Our approachboard of directors exercises oversight with respect to sustainability includes engaging team members across departments and finding collaborative ways to establish and maintain high standards forcorporate social responsibility and sustainability.sustainability matters directly and through its committees. In 2022, we established the Environmental, Social and Governance (ESG) Committee, a management committee reporting directly to and charged with assisting the board in implementing its responsibilities and duties related to material ESG matters relevant to business activities throughout EnPro. The ESG Committee’s purpose is to support our commitment to environmental stewardship, sustainability, enterprise health and safety, corporate social responsibility and good corporate governance. Its responsibilities include analysis and reporting with respect to climate change impacts, greenhouse gas emissions, environmental and supply chain sustainability, product life cycle management, human rights, and diversity and inclusion matters. The ESG Committee provides reports at each regularly scheduled board meeting, to enable ESG-related topics to be incorporated into EnPro’s risk management frameworks and capital allocation and strategic decision-making.

Our board of directors also exercises oversight through its other committees. For example, the Compensation and Human Resources Committee annually reviews our People Strategies, including talent development, and more frequently considers matters with respect to employee safety, retention and diversity and inclusion.

 

Employee2023 PROXY STATEMENT    |    22    |     ENPRO INDUSTRIES, INC.

CORPORATE GOVERNANCE POLICIES AND PRACTICES       CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY

During 2022, we continued the implementation of our comprehensive, multi-year, multi-faceted environmental sustainability strategy based on management analysis of the materiality assessment completed in 2021. One major accomplishment was the development and safetyimplementation of a software system to capture and analyze electricity, natural gas and water usage data at each of our manufacturing facilities. Through use of this system, we have determined our greenhouse gas emissions for 2021 and 2022 and we have begun the development of a reduction goal with 2021 serving as the baseline year. We also adopted a new environmental sustainability policy which, along with the ESG Committee’s charter, has been posted on our website.

Employee development.. We strive to create an environment where all employeescolleagues can flourish. We arecontinue to build upon our culture as a “Dual Bottom Line” company wherefoundation upon which we operate and we believe human development and care for the pursuitscommunities and environments surrounding us leads to optimal financial performance; while the pursuit of optimal financial performance empowers our colleagues and humandrives enhancement of skills and improves decision-making.

In 2023, as part of our employee development efforts, we are co-equalreinforcing with all team members that our daily endeavors contribute to the greater good that EnPro provides to its teams and inextricably linked. This “Dual Bottom Line” philosophy iscommunities. By emphasizing the backbone from which we operate.value of “How We Work” in addition to “What We Do,” team members are held to a standard of innovation, accountability, collaboration, servanthood, clarity and courage. Our enduring, core values of Safety, Excellence and Respect drive our focus on howthe way we conductdo business and care for our people.

Our culture is focused around four primary intentions: Deliberately Dual Bottom Line, Deliberately Doubling, Deliberately Developmentalpeople and Deliberately Diverse. “Deliberately” underscores the importance and focus we place on these intentions as our company evolves. As noted above, “Deliberately Dual Bottom Line” represents our commitment to helping people learn to develop themselves as a co-equal goal to financial performance. “Deliberately Doubling” emphasizes our intent to grow EnPro through innovative approaches that lead to significant customer benefits and positive returns for EnPro.

2021 PROXY STATEMENT    |    20    |     ENPRO INDUSTRIES, INC.

   CORPORATE GOVERNANCE POLICIES AND PRACTICES      CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY   

“Deliberately Developmental” describes our focus on using our daily work to help our employees develop themselves and achieve their career goals. We foster a culture of learning and development because we believe that continuously improving ourselves will lead to personal and company success. We empower our employees to pursue their interests, not just meet daily demands. We actively promote and encourage growth and new ideas based on the passions of our employees. As a result, our employees develop ideas that improve our processes and product quality, make the world a safer place, and lower our impact on the environment. These ideas are constantly being developed and integrated into our corporate routine. By promoting, considering, and valuing these contributions, we believe we are able to meaningfully transform our business for the better, leading to greater employee happiness, improved engagement with the communities in which we work, and reduced impact on the environment.

As part of our commitment to our people, we provide a comprehensive compensation and benefits program that is designed to attract and retain employees. Our programs are designedstructured to meet the changingevolving needs of our employeesteam members and their families. In the U.S.,United States, this includes a company-wide minimum wage of $15 per hour, a 401k plan with company match, an award-winning wellbeingwell-being program, flexible vacation and time off policies that include a new “take what you need” program for salaried employees, enhanced employee assistance programs, employer-paid disability, paid family leave, tuition assistance, and comprehensive healthcare benefits that includesinclude medical, prescription drug, dental, life, disability, health savings accounts, flexible spending accounts, critical illness and accidental, death and dismemberment coverages.

Safety. Our core values are Safety, Excellence, and Respect. Our aim at EnPro is to live our values every day and we are proud of the safety culture that enables our team members to feel both physically and psychologically safe at work.

We have demonstrated extreme careare starting down a path to align our operational safety activities with ISO 45001. This will further strengthen our safety culture and compassion for our employees during the COVID-19 crisis.create enhanced safety processes to drive consistency and repeatability. We delivered programs that cared for our employees’ physical needs, while also implementing several initiatives that provided emotional connection, and fostered psychological safety during these challenging times. The positive impactare enabling all members of our care, compassion and flexible programsEHS Community of Practice to be trained as ISO lead auditors. In addition, our internal Safety Audit program is demonstrated byalso transitioning to align with ISO audit practices. There have been significant changes to our employee retention rates. In particular, the retention rate of women (in the United States) at EnPro has remained the sameportfolio over the past year,three years through our successful reshaping efforts, and, as a result, we are focusing on integrating our newer operations and adapting our EnPro Safety System to fit into each new operation.

We have an active and engaged EHS Community of Practice. Our EHS leaders work as a global team to develop new initiatives as well as monitor and grow our comprehensive system. For example, in late 2022, our Community of Practice developed a comprehensive global onboarding program for our new colleagues. The program is being rolled out in early 2023 and will include significant time spent on familiarizing new team members to our culture, which is a remarkable achievement for a year in which hundreds of thousands of women have left the U.S. workforce, disproportionately to men, due to impacts of the pandemic.

Safety remains one of our three core values and wevery likely unique from any place they have worked hard to develop a world-class safety programbefore. Our values, the way we work together and culture. Ourour deep commitment to safety has resulteddifferentiates us. We also launched the Home Safe Initiative, which invites team members to share why safety is important to them personally. Shared in our being the only public company to have been recognized on three separate occasions by EHS Today as “America’s Safest Company”. 2020 was the safest year in the history of our company as measured by medical treatment case rates.video form, this content is distributed throughout EnPro.

Diversity and inclusioninclusion.. Our “Deliberately Diverse” primary intention underscores our beliefWe believe that a diverse workforce is critical to our success, and we have increasedpurposefully strive for a culture that reflects and embraces all forms of diversity, while encouraging belonging and psychological comfort. In alignment with our values, we infuse diversity, equity and inclusion best practices in every aspect of the team member experience, from selection and hiring, through exit and off-boarding. We believe ongoing development of effective teams must include perspective-taking, emotional intelligence, respectful feedback and genuine appreciation for our purpose as an organization, as well as individually, all in addition to functional and technical skills-based training to retain talented team members.

In addition to our cultural accountability regarding diversity, equity, inclusion and belonging, we track certain thresholds to monitor our progress on these matters. We entered 2023 with more than 40% of our team members diverse by gender and/or ethnicity in the top three tiers of the organization. Given our focus on growing an inclusive workplace. Our senior leadership is committed to an inclusiveinternally developed talent, and diverse workforce, which is exemplified bythe uniqueness of the way we work, and our CEO’s direct involvement indifferentiated culture, we expect many of the future leaders at EnPro will emerge from within.

Supporting our key Diversity and Inclusion (“D&I”) initiatives. communities.In 2020, our senior leadership team delivered bias-awareness training to our global employee population and our CEO leads several of our platforms that foster an inclusive workplace. Our talent acquisition practices further supportconnection with our commitment to a diverse workforce. We require diverse candidate slates, as well as diverse interview panels,promoting diversity and have implemented tools and structures to reduce bias during the interview and selection process. As a result, our percentage of female promotions in the U.S. has increased by 10% since January 2019. Female and minority representation among our senior leadership team has increased by 5% since December 2019. During calendar 2020, we hosted 32 weekly “Courageous Conversations/Mid-Week Mindfulness Sessions”, which are open to all employees globally. We host quarterly calls for our employee resource groups, such as Women@EnPro, Women in Engineering, LGBTQ+ and community of color employees. These platforms further create and promote spaces at EnPro that encourage our colleagues to bring their whole selves to work.

We are confident that these initiatives comprise a key component of our continued successful transformation as a company.

Supporting our communities. We believe we have an obligation to improve the quality of life inimproving the communities where we operate. We help create strong, vibrant, and resilient communities through our employees our foundation, community initiatives,live and corporate matching program.

Inwork, in 2020, we launched the EnPro Foundation to support charitable, educational, and other organizations working to advance education, equality, diversity and the preservation of human dignity. WeThe Foundation is managed by employees who volunteer their time and talents to fulfill this mission. Since inception, we have initially fundedprovided grants totaling $356,000 to sixteen organizations who support the foundation with $1 millionFoundation’s purpose to “Support the release of human possibility by investing in underserved populations in the areas of professional, educational, personal, and have assembled a grant committee comprisedcommunity development.” Earlier this year, the Foundation met an important goal of members of the EnPro workforce. To start, our foundation has made grants in support of:

·Equal Justice Initiative in Montgomery, Alabama for its work on racial justice and public education;

·BakerRipley in Houston, Texas for their COVID community relief efforts; and

·Good Friends Charlotte in Charlotte, North Carolina for their COVID relief efforts for disadvantaged communities.

Our foundation complements other longstanding employee-driven community initiatives, including support for Boots for Troops, United Way, Habitat for Humanity, Gulf Coast Regional Blood Center, among others. EnPro also supports causes that matterestablishing and funding an employee relief program. This relief fund will provide short-term financial assistance to our employees through our matching gift program. The program consistsduring times of a Donors Matchunexpected crisis, and a Bonus Volunteer Match. EnPro matches,all grants will be objectively determined on a dollar-for-dollar basis, an employee’s gift of cash, check, stock, or a gift card of $50 or more to education, civic and community, arts and culture, and health and human services organizations. A maximum of $1,000 per employee is matched in any calendar year. We also make an extra dollar-for-dollar match of an employee’s gifts—up to a maximum of $750 per employee per calendar year—to eligible organizations in which the employee is an active volunteer. We are inspired by our employees who share their time, talents, and resources to better our communities.confidential basis.

 

20212023 PROXY STATEMENT    |    2123    |     ENPRO INDUSTRIES, INC.

 
   CORPORATE GOVERNANCE POLICIES AND PRACTICES       CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY   

SustainabilityEnvironmental Sustainability.. EnPro recognizes that climate change is a significant and complex challenge that we must address in partnership with all of our stakeholders. We are committed to diligently exploring all opportunities to reduce our energy usage and optimize our resources in an effort to minimizing the resultingminimize consequent greenhouse gas emissions wherever economically and technically feasible. But our efforts go beyond that.emissions. In recent years, we have committed to gradually and strategically reducing carbon outputs generated by our businesses. We have divested certain carbon-intensive lines of business and selectively disengaged withfrom market sectors that are highly carbon-intensive.carbon intensive. We have acquired businesses that are more technologically advanced and less carbon intensive and sell into less carbon intensive markets.intensive. We measure our progress in a variety of ways, including monitoring the percentage of our revenue that comes from sectors such as the oil & gas and gas industry. Currently,automotive industries. In 2022, approximately 8%2% of our revenue comeswas derived from thisthe oil & gas sector, which was materially reduced due in large part to the divestiture of the Compressor Products International business (CPI) business completed in December 2021. In addition, our global automotive industry exposure, previously approximately 7% of total revenue, was reduced to an immaterial amount with the completion of the GGB divestiture in November 2022.

Our products and we anticipate this percentage to decrease over time as our strategic transformation continues. Many of our products,solutions, such as highly engineered gaskets and seals, protectas well as cleaning and coating high-value tools in the semiconductor production process, safeguard our environment by helping to contain and preventpreventing the release of harmful substances.substances into the environment, while keeping volatile substances within a closed system for optimal operating performance. We also design, manufacture and sell numerous productssolutions that support the supply of electricity from sustainable sources, including sealsa portfolio of proprietary solutions that are critical componentry for the safe operation of nuclear power plantsplants. Across EnPro, our high-value portfolio of critical solutions touches a variety of markets, where a failure could be catastrophic and bearings that enable wind and solar power.result in the loss of human life or damage to the surrounding environment.

Our corporate sustainability report isWe are planning to publish our third Corporate Sustainability Report in the second quarter of 2023, which will be available on our website at www.enproindustries.comand may be accessed by clicking on “About Us” and then “Environmental Sustainability.” We intend to issue an updated sustainability report in 2021, including goals for reporting sustainability measures under standards of the Sustainability Accounting Standards Board for companies in our industry classification, and we will post that report to our website once it is completed..

Director independence

The EnPro board believes a substantial majority of its directors should be independent. In connection with its nomination of the director nominees listed in this proxy statement, the board considered the independence of each person servingnominated by the board of directors for election as a director and determined that Mr. Abbey, Mr. Botts, Mr. Brueck, Mr. Burns, Ms. Creel, Ms. Gulfo, Mr. Hauser, Mr. Humphrey, Mr. Keating, Ms. Reinsdorf and Mr. van der Graaf are independent. Mr. RileyVaillancourt is an employee and is not considered independent.

To determine independence, the board used the definition of an “independent director” in the NYSE listing standards and our Corporate Governance Guidelines, which categorize a director as independent only if the board affirms the director has no outside material relationship with our company (either directly or as a director, partner, shareholder or officer of an organization that has a relationship with us). Each director has completed a questionnaire to identify any relationships he or she may have with us or with any of our executive officers or other directors. After discussing all relationships disclosed in the responses to these questionnaires, the board determined that no director, except Mr. Riley,Vaillancourt, has a material relationship with the company other than as a director and all directors, except for Mr. Riley,Vaillancourt, are independent.

Board, committee and director evaluations

The board of directors and the Audit and Risk Management, Compensation and Human Resources, and Nominating and Corporate Governance committees each assess their performances with yearly self-evaluations. The evaluations are completed by means of a questionnaire submitted to the directors inviting written comments on all aspects of the board’s and each committee’s process. In addition, the evaluations include an individual director assessment component to permit each director to evaluate the contributions of each of the other directors. The evaluations are summarized, reviewed by the Chairman of the Board and become the basis for discussions of board, committee and director performances and recommendations for improvements in the ways the board and committees function and directors perform their duties.

Audit committee financial expertexperts

The board of directors has determined that each of Mr. Hauser and Mr. Humphrey, a membermembers of the Audit and Risk Management Committee, is an “audit committee financial expert” as defined in Item 401(h)407(d)(5)(ii) of the SEC’s Regulation S-K. At its February 20212023 meeting, the board determined that each of Mr. Hauser and Mr. Humphrey, through his education and experience, including his respective experience serving as the chief financial officer of a large public company, has all of the following attributes:

·an understanding of generally accepted accounting principles and financial statements;

·the ability to assess the general application of those principles in connection with the accounting for estimates, accruals and reserves;

·experience in preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that our financial statements can reasonably be expected to raise;

·an understanding of internal controls and procedures for financial reporting; and

·an understanding of audit committee functions.

2023 PROXY STATEMENT    |    24    |     ENPRO INDUSTRIES, INC.

CORPORATE GOVERNANCE POLICIES AND PRACTICES       Director candidate qualifications

Director candidate qualifications

When considering candidates for director, the Nominating and Corporate Governance Committee takes into account a number of factors, including whether the candidate is independent from management and the company, whether the candidate has relevant business experience, the composition of the existing board, and the candidate’s existing commitments to other businesses.

2021 PROXY STATEMENT    |    22    |     ENPRO INDUSTRIES, INC.

   CORPORATE GOVERNANCE POLICIES AND PRACTICES      DIRECTOR CANDIDATE QUALIFICATIONS   

The Nominating and Corporate Governance Committee seeks diversity among the directors, including diversity in professional experience, skills and industry background, as well as gender, racial/ethnic and geographic diversity. Our Corporate Governance Guidelines provide that when conducting searches for new directors, the Nominating and Corporate Governance Committee will take reasonable steps to include diverse candidates in the pool of nominees and any search firm engaged by the Nominating and Corporate Governance Committee will affirmatively be instructed to seek to include diverse candidates. In addition, all candidates must meet the requirements of our Corporate Governance Guidelines. Those requirements include:

·broad training and experience at the policy-making level in business, government, education, technology or philanthropy;

·expertise useful to our company and complementary to the background and experience of other board members, so that we can achieve and maintain an optimum balance in board membership;

·high integrity, strength of character and mature judgment essential to effective decision-making;

·devoting the time required for the work of the board and one or more of its committees. Candidates should be willing to serve on the board over a period of several years in order to develop sound knowledge of our business and principal operations;

·no significant conflict of interest; and

·being at least 18 and no more than 7274 years old. A candidate who has reached age 7274 may be nominated for election or re-election if the Nominating and Corporate Governance Committee and our board of directors determine his or her nomination is in the best interests of our company and our shareholders. The determination will be made by a majority vote of directors not subject to the age limit.

The Nominating and Corporate Governance Committee will consider candidates for director who are recommended by shareholders. Shareholders who wish to suggest a candidate for nomination should send a written statement addressed to our Secretary at 5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina 28209. See “Shareholder Proposals” on page 6168 for a description of the requirements to be followed under our bylaws in submitting a candidate and the content of the required statements.

Nomination process

The Nominating and Corporate Governance Committee annually reviews a matrix, similar to the matrix appearing on page 3, which compares the skills of our current directors with all of the skills we have identified as necessary to maintain an attentive, high-functioning board. WhenIn connection with nomination of the slate of directors that the board of directors proposes for election by the shareholders each year, the Nominating and Corporate Governance Committee evaluates incumbent directors’ continuation on the board of directors. Before recommending a sitting director for re-election, the Committee considers whether the director’s re-election would be consistent with the criteria for board membership in our Corporate Governance Guidelines (as described above) and, the skills identified in the matrix used by the Committee (as described above), as well as prior shareholder votes for the election of the director and applicable rules and requirements of the SEC and NYSE. An individual incumbent director’s re-nomination is dependent upon a performance assessment and suitability review conducted by the Committee. The performance assessment takes into account the director’s participation in and contribution to the activities of the board. The Committee will also consider whether there is any evolving need for the addition of additional skills to the board. When the Committee identifies desirable skills that are lacking among incumbent directors, the Committee searches to identify candidates who would add the missing skills. The search includes soliciting suggestions from incumbent directors, management or others and evaluating suggestions submitted by shareholders. The Committee may also engage a third party to identify and evaluate candidates and has done so in the past.

As noted above, in addition to seeking to expand the skills of the board of directors when adding new members to the board of directors, the Committee also considers the diversity of the members of the board, including with respect to professional experience and industry background, as well as gender, racial/ethnic and geographic diversity. The Committee evaluates the candidates and if it agrees on the suitability of a candidate, the candidate is interviewed by each member of the board of directors, generally in separate meetings. The Committee may also ask the candidate to meet with management.

If the Committee concludes a candidate has skills whichthat would add value to the board and if the candidate meets all of the requirements for membership, the Committee will recommend the candidate to the full board for nomination for election or appointment (if the purpose of the search was to fill a vacancy).

Before recommending a sitting director for re-election, the Nominating and Corporate Governance Committee considers whether the director’s re-election would be consistent with the criteria for board membership in our Corporate Governance Guidelines (as described above), the skills identified in the matrix used by the Committee (as described above) and applicable rules and requirements of the SEC and NYSE. This process includes a review by the Nominating and Corporate Governance Committee of the responses to the annual director questionnaires.

Since Mr. Burns and Ms. Creel are each 72 years of age, pursuant to our Corporate Governance Guidelines described above, they may not be nominated for election as directors unless the Nominating and Corporate Governance Committee and our board of directors, by a vote of a majority of directors (not including Mr. Burns and Ms. Creel), specifically determine that, in light of all the circumstances, it is in the best interests of our company and our shareholders that each of them be nominated for re-election. The determination to nominate each of Mr. Burns and Ms. Creel for re-election as a director was made by a unanimous vote of the Nominating and Corporate Governance Committee and our board of directors, other than Mr. Burns and Ms. Creel who recused themselves from the vote in each instance.

In making this determination, the Nominating and Corporate Governance Committee and board of directors considered the tenure and leadership of each of Mr. Burns and Ms. Creel, their respective experiences, including the service by each of them as executive officers of public companies, finance, governance and management background, and understanding of the company, as well as the relatively recent appointment of Mr. Riley as our Chief Executive Officer, the strategic and portfolio changes underway in our company since his appointment and the continuing challenges presented by the COVID-19 pandemic. The board believes that, given these circumstances, the continued service of each of Mr. Burns and Ms. Creel maintains a desirable level of continuity on the board of directors and is in the best interest of the company and its shareholders.

2021 PROXY STATEMENT    |    23    |     ENPRO INDUSTRIES, INC.

   CORPORATE GOVERNANCE POLICIES AND PRACTICES      NOMINATION PROCESS   

Our directors share certain characteristics that we believe are critical to effective board membership. They include sound and mature business judgment and critical thinking skills essential to intelligent decision-making, experience in policy making and risk assessment, integrity and honesty, and the ability to collaborate effectively. These characteristics, and the specific experiences and qualifications noted in the biographies found in the section headed “Nominees for Election” support the board’s nomination for election of each of these individuals.

 

2023 PROXY STATEMENT    |    25    |     ENPRO INDUSTRIES, INC.

CORPORATE GOVERNANCE POLICIES AND PRACTICES       Communications with the board

Communications with the board

Shareholders and other interested parties can communicate with our board in various ways. They may write the board at 5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina 28209; they may contact the board anonymously and confidentially through our EnTegrity Assistance Line; and they may attend our annual shareholders meeting, where they will have the opportunity to talk directly tospeak with members of our board.

Letters to the board should be addressed in care of our Secretary, who the board has authorized to receive and process written correspondence. He will direct correspondence about issues within the board’s scope of responsibility directly to the Chairman and to the chairman of any committee to which the correspondence relates. Customer complaints and other correspondence about ordinary business matters are sent directly to the applicable business. Correspondence of other types is not forwarded to the board but held by the Secretary and made available to any director who wishes to see it.

Shareholders and other interested parties who wish to send anonymous and confidential correspondence to the board may do so through our EnTegrity Assistance Line. The line is staffed by an independent third party who is responsible for receiving and forwarding messages submitted on the line. Instructions for using the line are available under the “EnTegrity Assistance Line” link accessed from the “Governance” link, which is accessed from the “For Investors” link on our website at www.enproindustries. com. www.enproindustries.com. Items addressed to the board of directors are forwarded to the Chairman of the Audit and Risk Management Committee, a non-management director. Items not addressed specifically to the board of directors are forwarded to our Director of Internal Audit, who reports directly to the Audit and Risk Management Committee and is a member of our internal Corporate Compliance Committee. The Director of Internal Audit periodically updates the Audit and Risk Management Committee about the investigation and resolution of all reports alleging financial and other types of misconduct.

Director compensation

Our non-employee directors received the following compensation for 2020:

2022:

·an annual cash retainer of $90,000, paid in quarterly installments; and
·an annual grant of shares or, if a director so elects, phantom shares equal in value to approximately $110,000.

Additional cash compensation is paid to:

·the chairman of our Compensation and Human Resources Committee, who received an annual fee of $15,000;
·the chairman of our Audit and Risk Management Committee, who received an annual fee of $20,000;
·the chairman of our Nominating and Corporate Governance Committee, who received an annual fee of $10,000; and
·our Chairman, who received an additional fee for his service in that capacity at an annual rate $50,000 through February 17, 2020 and at an annual rate of $80,000 thereafter.$80,000.

Compensation is prorated for service in any of these capacities for a portion of the year. In addition, each director may be granted shares, or phantom shares if elected by the director, upon his or her initial election to the board. The amount of such an award is determined by the Nominating and Corporate Governance Committee and has generally been based on the number of days remaining in the year that the director is elected.

Employee directors receive no compensation for serving on our board.

We periodically review benchmarking studies to evaluate the amount and form of compensation paid to non-employee directors relative to the compensation paid to non-employee directors of peer companies. Based on this evaluation and our analysis of the service required of our non-employee directors, in February 2020, we increased the annual additional fee payable to our Chairman from $50,000 to $80,000. We believe that the compensation paid to our non-employee directors is reasonable.

Non-employee directors are generally granted fully-vested shares, or phantom shares if elected by the director, at the first meeting of the Compensation and Human Resources Committee each year. Phantom shares are fully vested when awarded and are paid in shares of common stock when a director ceases his or her service on the board.

Board members are required to own the company’s stock. Each director has five years from the date he or she joins the board to accumulate EnPro shares equal in value to at least five times the annual cash retainer paid to directors. Phantom shares count toward this requirement. We examine compliance with this policy each February. As of February 17, 2021,15, 2023, all of the directors who have served for five years complied with this requirement.

A Deferred Compensation Plan allows non-employee directors to defer receipt of all or part of the cash portion of their annual retainer fees. The deferred portions of the fees can be directed to a cash account or a stock account. Fees deferred into a

2021 PROXY STATEMENT    |    24    |     ENPRO INDUSTRIES, INC.

   CORPORATE GOVERNANCE POLICIES AND PRACTICES      DIRECTOR COMPENSATION   

cash account are credited with a return based on an investment option chosen by the director from those available under our Retirement Savings Plan for Salaried Employees (excluding our common stock). Fees deferred into a stock account are credited with stock units, each equal in value to the fair market value of one share of our common stock on a given date. All amounts deferred are payable after a director ceases his or her service on the board. As of December 31, 2020,2022, the following directors had deferred compensation balances under the plan: Mr. Abbey, 284 stock units; Mr. Botts, 2,836.52,902 stock units; Mr. Brueck, 9,603.39,823 stock units; Mr. Hauser, $1,785,137 $1,763,894 and 8,197.88,388 stock units; and Mr. Humphrey, 5,382.17,653 stock units.

 

2023 PROXY STATEMENT    |    26    |     ENPRO INDUSTRIES, INC.

CORPORATE GOVERNANCE POLICIES AND PRACTICES       DIRECTOR COMPENSATION

The following table presents the compensation we paid to all non-employee directors for their service in 2020.2022.

20202022 Non-Employee Director Compensation

Name Fees Earned or Paid in Cash
($)(1)
 Stock Awards
($)(2)
 All Other
Compensation
($)(3)
 Total
($)
 Fees Earned or Paid in Cash
($)(1)
 Stock Awards
($)(2)
 All Other
Compensation
($)(3)
 Total
($)
(a) (b) (c) (g) (h) (b) (c) (g) (h)
                
William Abbey  29,000   32,128       61,128  
Thomas M. Botts  105,000   106,231   14,631   225,862   105,000   112,834   16,235   234,069 
Felix M. Brueck  90,000   106,231   11,670   207,901   90,000   112,834   12,920   215,754 
B. Bernard Burns, Jr.  110,000   106,231   15,858   232,089   93,333   112,834   19,757   225,924 
Diane C. Creel  90,000   106,231   21,343   217,574   90,000   112,834   21,343   224,177 
Adele M. Gulfo  90,000   106,231   3,990   200,221   90,000   112,834   4,365   207,199 
David L. Hauser  176,044   106,231   29,262   311,537   170,250   112,834   32,363   315,447 
John Humphrey  90,000   106,231   8,736   204,967   106,667   112,834   10,457   229,958 
Judith A. Reinsdorf  99,750   112,834   284   212,868 
Kees van der Graaf  90,000   106,231   15,009   211,240   90,000   112,834   15,009   217,843 

(1)Messrs. Brueck, HauserAbbey and Humphrey deferred $90,000, $176,044$29,000, and $90,000,$106,667, respectively, of the fees earned in 20202022 pursuant to our Deferred Compensation Plan for Non-Employee Directors. Of these amounts, Messrs. BrueckMr. Abbey and Mr. Humphrey each elected to defer $90,000$29,000 and $106,667, respectively, into a stock account and, as a result, an aggregate of 1,721284 stock units individually,and an aggregate of 1,160 stock units were credited to each of them, respectively, under our Deferred Compensation Plan for Non-Employee Directors. The grant date fair value of such stock units is equal to the dollar amount of the fees deferred into the stock account. Mr. Hauser elected to defer $176,044 into a cash account.
(2)On February 18, 2020,15, 2022, each director then serving as a non-employee member of the board received a grant of 1,7991,041 shares, or at the director’s election 1,041 phantom shares to be settled in shares of common stock. In determining the number of shares (or phantom shares) to be awarded, we used the average closing price of our common stock for the 20 trading days ending on the trading day immediately preceding February 15, 2022, which average price was $105.64 per share. The stated value is based ondollar amount presented in the table for these directors reflects the closing price of our common stock on February 15, 2022, which was $108.39 per share. Mr. Abbey received a prorated award of 362 shares upon his election as a director on September 5, 2022, based on the average closing price of our common stock for the 20 trading days ending on the trading day immediately preceding September 5, 2022, which average price was $98.34 per share. The dollar amount presented in the table for this award to Mr. Abbey reflects the closing price of our common stock on September 2, 2022 (the trading date,day immediately preceding September 5, 2022, which was $59.05a federal holiday), which was $88.75 per share. Upon the company’s payment of dividends on shares of its common stock, non-employeenon- employee directors who elected to receive additionalphantom shares, or who received phantom shares in the past, receive phantom shares as dividend equivalents with respect to both the phantom shares awarded to such directors in consideration for their service and the phantom shares credited to the account of directors who have elected to defer receipt of cash compensation under our Deferred Compensation Plan for Non-EmployeeNon- Employee Directors. As of December 31, 2020,2022, the non-employee directors held the following numbers of phantom shares, including phantom shares to be settled in cash:

Director Number of

Phantom Shares
William Abbey   
Thomas M. Botts  14,24814,579 
Felix M. Brueck  11,40511,669 
B. Bernard Burns, Jr.  15,44015,798 
Diane C. Creel  20,79821,279 
Adele M. Gulfo  3,8833,973 
David L. Hauser  28,43329,092 
John Humphrey  8,5049,750
Judith A. Reinsdorf432 
Kees van der Graaf  14,64417,471 

(3)Such amounts equal the aggregate grant date fair value of phantom shares to be settled in shares of common stock issued pursuant to the dividend equivalent rights provisions of previously granted awards of phantom shares to be settled in shares of common stock with respect to dividends paid on our common stock in 2020.2022. The grant date fair value of each such dividend equivalent issuance is equal (subject to rounding of the number of phantom shares issued) to the cash dividend payable on the number of shares of our common stock equal to such director’s aggregate number of phantom shares to be settled in shares of common stock held as of the record date for the payment of such dividend.

There have been no changes to the compensation of non-employee directors for 2021, except that directors will receive an annual grant of vested shares equal in value to approximately $110,000 in lieu of the annual grant of phantom shares of the same amount, unless they elect to continue to receive that amount as phantom shares.2023.

 

20212023 PROXY STATEMENT    |    2527    |     ENPRO INDUSTRIES, INC.

 

Audit Committee report

The Audit Committee oversees the quality and integrity of our financial reporting processes and our internal accounting controls. Management prepares our financial statements and establishes and maintains adequate internal control over financial reporting. The independent registered public accounting firm performs an independent integrated audit of those financial statements and the effectiveness of our internal control over financial reporting.

The Audit Committee has met and discussed with management and PricewaterhouseCoopers LLP, our independent registered public accounting firm, our audited 20202022 consolidated financial statements and our internal control over financial reporting, and has discussed with PricewaterhouseCoopers LLP the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC. In meeting with the Audit Committee, management informed the committee that our consolidated financial statements were prepared in accordance with generally accepted accounting principles. Management further informed the Audit Committee principles and that our internal control over financial reporting was not effective as of December 31, 2020, the reasons therefor and the progress toward remediation of previously identified deficiencies in internal control over financial reporting.2022. The Audit Committee reviewed and discussed the consolidated financial statements and our system of internal control over financial reporting with management and PricewaterhouseCoopers LLP.

In addition, the Audit Committee:

·discussed with PricewaterhouseCoopers LLP Auditing Standard No.1301, No. 1301, Communications with Audit Committees,, as adopted by the Public Company Accounting Oversight Board,
·received the written disclosures and the letter from PricewaterhouseCoopers LLP relating to the firm’s independence required by Public Company Accounting Oversight Board Rule 3526, Communication with Audit Committees Concerning Independence, and
·confirmed with PricewaterhouseCoopers LLP the firm’s independence from us.

The Audit Committee also discussed with our internal auditors and PricewaterhouseCoopers LLP the overall scope and plans for their respective 20202022 audits. With and without the presence of management, the Audit Committee met with the internal auditors and PricewaterhouseCoopers LLP to discuss the results of their examinations, the evaluations of our internal control over financial reporting, and the overall quality of our financial reporting.

Relying on its discussions with management and PricewaterhouseCoopers LLP and its review of management’s representation and the report of PricewaterhouseCoopers LLP to it, the Audit Committee recommended that the board of directors include our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 20202022 to be filed with the SEC.

Audit and Risk Management Committee
William Abbey
Thomas M. Botts
Felix M. Brueck
B. Bernard Burns, Jr.
Diane C. Creel
Adele M. Gulfo
David L. Hauser
John Humphrey
Judith A. Reinsdorf
Kees van der Graaf
February 16, 202115, 2023

 

20212023 PROXY STATEMENT    |    2628    |     ENPRO INDUSTRIES, INC.

 

Proposal 2 — Advisory vote approving

executive compensation

(Item 2 on the proxy card)

The EnPro board of directors provides our shareholders with the opportunity to cast an annual advisory vote on the compensation paid to our named executive officers.Their compensation is reported in our proxy statement for the annual meeting of shareholders. To provide this opportunity to our shareholders, we will present the following resolution to the shareholders at the annual meeting:

“Resolved, that the shareholders hereby approve, on an advisory basis, the compensation paid to the company’s named executive officers as disclosed, pursuant to Item 402 of Regulation S-K of the Securities and Exchange Commission, in the company’s proxy statement for the 20212023 annual meeting of shareholders.”

This vote does not bind the company. However, the board of directors and the Compensation and Human Resources Committee, which is composed only of independent directors, expect to take into account the outcome of the vote when considering future executive compensation decisions.

As we describe in detail below under “Compensation discussion and analysis,” we design our executive officer compensation programs to attract, motivate, and retain the key executives who drive our success. Our objective is to establish pay practices that reward them for superior performance and align their interests as managers of our company with the long-term interests of our shareholders.

We achieve our objectives through compensation that:

·is tied to business performance. A substantial portion of each executive officer’s total compensation opportunity is based on our financial results—results���disappointing performance results in little or no payout while superior performance leads to superior payouts—and the portion compensation based on our financial performance increases with the officer’s level of responsibility;
·is significantly stock-based. Stock-based compensation ensures our executives and our shareholders have common interests;
·enhances retention of our executives—much of their total compensation vests over several years;
·links a significant portion of their total pay to the execution of strategies intended to create long-term shareholder value;
·does not encourage our executives to take unnecessary or excessive risks; and
·enables us to compete effectively for talented individuals who will help us successfully execute our business plan.

In structuring annual and long-term incentive compensation opportunities, we select performance measures that we believe significantly drive the value of our company. For 2020,2022 we selected a combination of incentive performance measures that focus on driving operating earnings and rewarding the appropriate use of capital, and include a relative shareholder return measure to evaluate our performance relative to a peer group. We set goals against these measures and make little or no payment for poor performance against our goals, though our executives can earn significant payment relative to their salary levels for superior performance against them. In 2020,2022, we made awards of stock options and restricted stock units that become exercisable or vest in equal annual installments generally over three years, both to encourage retention and to provide an incentive for performance to increase the value of our shares.

We believe our compensation structure aligns with the interests of our shareholders and resulted in payment commensurate with our performance.

 

20212023 PROXY STATEMENT    |    2729    |     ENPRO INDUSTRIES, INC.

 
   PROPOSAL 2 — ADVISORY VOTE APPROVING EXECUTIVE COMPENSATION      

We routinely engage with our shareholders

Throughout the course of each year, we speak with numerous shareholders, including frequent conversations with many of our largest shareholders. These conversations cover a wide range of topics, including our strategic direction, financial performance, future growth opportunities, capital allocation strategy, business continuity, environmental, social and governance initiatives, management succession and compensation practices. During these conversations in 2020,2022, our shareholders generally supportednoted general support for our performance-driven compensation practices and policies.practices. We communicated thecommunicate investor feedback on our compensation practices to the Compensation and Human Resources Committee and take shareholder views into account as we seek to align our policies and practices with their interests.

We employ best practices in executive compensation

·We balance short-term and long-term compensation to discourage short-term risk taking at the expense of long-term results.

·We align the interests of our executive officers with the interests of our shareholders. We require our officers to own and retain meaningful amounts of stock and to increase their ownership as their levels of responsibility increase.

·Our Compensation and Human Resources Committee relies on an independent executive compensation consultant to evaluate our compensation plans. The consultant reports directly to the committee and provides no other services to our company.

·We provide only limitedminimal perquisites.

·We generally make compensation decisions and grant equity and other compensation awards only on an annual basis, with interim adjustments and awards only in unusual circumstances, such as in connection with a material change in an executive officer’s responsibilities.

·Our policies prohibit executives from hedging ownership of EnPro stock and from pledging of EnPro stock.

·Our clawback policy entitles us to recover performance-based compensation from any executive officer whose fraud or willful misconduct requires a material restatement of our financial results.

We encourage our shareholders to read the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosure included in this proxy statement.

The board of directors unanimously recommends that you vote FORthe adoption of the resolution approving, on an advisory basis, the compensation paid to our named executive officers as disclosed in this proxy statement.

 

20212023 PROXY STATEMENT    |    2830    |     ENPRO INDUSTRIES, INC.

 

Compensation and Human Resources

Committee report on executive compensation

The Compensation and Human Resources Committee develops and oversees the implementation of our compensation philosophy and strategy. The committee assists the board of directors by monitoring the appropriateness and cost of our compensation and benefit programs, particularly for the CEO and the other senior executives.

The section entitled “Compensation Discussion and Analysis” explains the material elements of our compensation program and provides an analysis of the material factors underlying the committee’s compensation policies and decisions. The committee has reviewed and discussed the section with management, and recommended to our board of directors that it be included in this proxy statement and in our Annual Report on Form 10-K for the year ended December 31, 2020.2022.

 

Compensation and Human Resources Committee
William Abbey
Thomas M. Botts
Felix M. Brueck
B. Bernard Burns, Jr.
Diane C. Creel
Adele M. Gulfo
David L. Hauser
John Humphrey
Judith A. Reinsdorf
Kees van der Graaf
February 16, 20212023

 

20212023 PROXY STATEMENT    |    2931    |     ENPRO INDUSTRIES, INC.

 

Compensation discussion and analysis

This Compensation Discussion and Analysis describes our compensation philosophy and the key criteria the Compensation and Human Resources Committee (which we refer to in this “Compensation Discussion and Analysis” section as the “Committee”) uses to set compensation levels, determine actual compensation, and establish future compensation opportunities for our executives. In implementing the 20202022 executive compensation program, the Committee considered last year’s say-on-pay vote, shareholder feedback, and advice from the Committee’s independent compensation consultant.

Our named executive officers

Our named executive officers, or NEOs, for 20202022 are:

MarvinEric A. Riley,Vaillancourt,

President and Chief Executive Officer (and
(and principal executive officer)

J. Milton Childress II,

Executive Vice President and Chief Financial Officer (and
(and principal financial officer)

Robert S. McLean,

Executive Vice President, Chief Administrative Officer,
General Counsel and Secretary

Steven R. Bower,

Senior Vice President, Controller and
Chief Accounting Officer

Ronald R. Angelillo,

Vice President, Tax

Susan E. Sweeney,

Former Senior Vice President and
Chief Human Resources Officer and President, GGB Division

Jerry L. Johnson,

Senior Vice President, Strategy, Corporate Development and Investor Relations

 

Executive summary

The Committee and our board of directors determine executive compensation based on a comprehensive view of factors designed to produce long-term business success. The objectives of our executive officer compensation programs are to attract, motivate and retain key executives who will drive our success. Our pay practices reward these executives for superior performance and align their interests with the long-term interests of our shareholders.

Summary of business highlights

Strategic Focus. 2022: A foundational year for EnPro. Throughout 2022, EnPro achievedshowed differentiated performance in a numberchallenging environment marred with inflationary pressures, supply chain constraints and macroeconomic and geopolitical uncertainty. We successfully completed the divestiture portion of EnPro’s portfolio reshaping strategy, which culminated in the announcement to divest the remaining businesses in the former Engineered Materials segment to focus on where we have the best opportunities for long- term organic growth and strong profitability. Beginning in the third quarter of 2022, the company recast its financial results to reflect the continuing operations of the Sealing Technologies and Advanced Surface Technologies segments—the two segments upon which we intend to build with both organic investments and strategic objectives acquisitions—in 2020 as we continuedan effort to transformcontinue our portfolio of businesses and deliver on ourpositive trajectory for long-term, profitable growth, strategy, while successfully navigating the challenges of the COVID-19 pandemic.creating opportunities for development and growth for our colleagues.

EnPro Isis a Leading Industrial Technology Company Usingleading-edge leading industrial technology company that focuses on mission-critical products and solutions that serve a diverse set of faster-growing end markets. The variety of applications produced by the company safeguard critical environments and offer a level of precision and reliability that customers rely upon. Following the completion of the Engineered Materials Science to Push Boundaries in Semiconductor, Life Sciences, and Other Technology-Enabled Sectorsdivestitures, aftermarket revenue comprises more than half of annual revenue. Our firm foundation focuses on:

 

•   Focusing on niche, Differentiated, high-margin materials-science-related businesses with strong cash flowproducts and solutions that offer competitive differentiation through technology, reliability and applied engineering capability.

•   MaintainingRecurring revenue or aftermarket revenue streams for many of our high aftermarket exposureproducts and investingsolutions that show reduced cyclicality and long-term durability of revenue. Our products and solutions offer environmental and safety benefits, particularly in faster growth end marketsharsh or critical environments that require regular preventative maintenance or replacement.

•   Leveraging the EnPro Capability CenterCommercial Excellence and Supply Chain processes to increase marginsor preserve profitability, ensure product quality and cash flow return on investmentavailability and maximize operational efficiencies with technology and discipline.

•   Maximizing long-term shareholder returns through commitment to disciplined capital allocation, sustainability, diversity and community-involvement.

•   Empowering our colleagues with a mindful, collaborative culture that values safety, inclusion, authenticity and respect.

 

2023 PROXY STATEMENT    |    32    |     ENPRO INDUSTRIES, INC.

COMPENSATION DISCUSSION AND ANALYSIS       EXECUTIVE SUMMARY-SUMMARY OF BUSINESS HIGHLIGHTS

In 2020,2022, we took actioncompleted the intended divestiture portion of our transformation to reposition our portfolio of businesses toward more durableless cyclical businesses that serve faster growing markets and generate higher returns on invested capital. All these transactions were consistent with our strategy to focus our portfolio on materials-science-based businesses with leading technologies, compelling margins, strong cash flow, and high aftermarket exposure that serve markets with favorable secular tailwinds. We will continue to allocate capital, organically and inorganically, to drive growth in businesses with these characteristics with the goal of maximizing long-term shareholder returns and will apply the EnPro Capability Center to enable continuous improvement.

 

 

Acquisitions. In October 2020, we completed the acquisition of Alluxa, a leading provider of specialized optical filters and thin-film coatings for the industrial technology, life sciences, and semiconductor markets. Alluxa strengthens EnPro’s existing thin-film product offerings by focusing on challenging applications in high-growth technology markets.

2021 PROXY STATEMENT    |    30    |     ENPRO INDUSTRIES, INC.

   COMPENSATION DISCUSSION AND ANALYSIS      EXECUTIVE SUMMARY-SUMMARY OF BUSINESS HIGHLIGHTS   

Divestitures. In January 2020, we divested Fairbanks Morse, which constituted our former Power Systems segment. Fairbanks Morse manufactures large, complex power systems, primarily for the U.S. Navy. We sold the division for $450 million in cash and used the net proceeds to pay down our revolving credit facility and provide liquidity for strategic investments such as the fourth quarter acquisition of Alluxa.

We conducted a strategic review of the Sealing Technologies segment, which resulted in several divestitures. In 2019, we divestedembarked on a portfolio transformation in an effort to maximize our brake shoe businessgrowth outlook, margin foundation and eliminated three underperforming product lines. In 2020, we sold several additional product lines, includingcash flow generation. We have largely completed the Motor Wheel, Crewson, and Air Springs businesses. All these actions reshaped the heavy-duty truckdivestiture portion of our portfolio, which istransformation. We are now focused on high-margin wheel-end sealing systemsdriving sustained organic revenue growth, strong margins and suspension components.a free cash flow generation that creates optionality for future organic growth and strategic acquisitions.

 

WithinAcquisitions & Divestitures.We did not complete any acquisitions in 2022. We completed the GGB divestiture in November 2022 for $305 million, materially reducing our European manufacturing footprint and virtually eliminating our end-market exposures in automotive markets. We announced in September 2022 our intention to divest the GPT business, the last remaining business of our former Engineered Materials in late November 2020 wesegment, and completed the sale of GGB’s bushing blockthat business in Dieuze, FranceJanuary 2023. As a result of these dispositions and the application of the net proceeds, including to refocus the business on higher-margin product lines.reduce debt, we entered 2023 with a strong balance sheet.

 

Financial Highlights. highlights.For the full year, adjusted EBITDA margin expanded approximately 170 basis points,Sales increased 30.8% in 2022, as demand remained firm and strategic pricing initiatives in the face of unprecedented inflation progressed. Sales in the ongoing impact of COVID-19 on the broader global economy and a resulting sales decline of 11% to $1.1 billion. Growth in semiconductor, food and pharma, aerospace and power generation including contributions from the acquisitions of LeanTeq, the Aseptic Group, and Alluxa, was more than offset by market weaknessesmarkets were strong through 2022, while general industrial demand remained firm. We exited 2022 with strong operating results, driven by the global COVID-19 pandemic, includingcontinued portfolio reshaping toward our most profitable, dynamic businesses, cost discipline in the general industrial, oilan inflationary raw material environment and gas, heavy-duty truck, aerospace, and automotive markets. Our sales decline also reflected business divestitures during the year as we continued to reshape our portfolio.strong organic volume growth.

 

Resegmentation. Operating system.We revisedPart of our reporting segments in 2020 to align cross-company technicalculture of commercial and operational expertise for better collaboration, performance measurement, and decision-making, as well as increased transparency for investors.

Our three segments are as follows:

Safeguarding critical environments

Composed of the Garlock, Stemco, and Technetics businesses, which leverage a high degree of materials science application expertise, extensive proprietary knowledge, and deep customer relationships to create innovative sealing solutions complemented by value-added systems integration.

Advancing precision services and solutions

Composed of the Technetics Semiconductor, LeanTeq, and Alluxa businesses, which utilize proprietary technologies, processes, and capabilities with highly differentiated services and products to serve the most challenging applications for semiconductor equipment, specialized optical filters, and thin-film coatings.

Enabling high performance polymer applications

Composed of the GGB and CPI businesses, which leverage their extensive global footprints and applications engineering capabilities to solve customers’ most difficult challenges.

2021 PROXY STATEMENT    |    31    |     ENPRO INDUSTRIES, INC.

   COMPENSATION DISCUSSION AND ANALYSIS      EXECUTIVE SUMMARY-SUMMARY OF BUSINESS HIGHLIGHTS   

The EnPro Operating System and Capability Center. We continue to leverageexcellence is the EnPro Operating System to driveeffectiveness of our operating system that focuses on continuous improvement, across the enterprisestrategic pricing discipline, technology implementation and increase shareholder value. The EnPro Operating System is designed to deploy capabilitiescustomer intimacy in an effort to improve productivity, efficiency, and innovation as well as drive increasedor preserve margins and drive strong free cash flow return on investment. It is based on lean manufacturing concepts toflow. We create value by maintaining world classworld-class standards, empowering every employee to continually learn and adopt an ownership-based mentality, and instilling a desire to learn from others, contribute to others, and ensure company-wide commitment and accountability. Our operating system has been stressed under various scenarios, such as the Great Recession and the COVID-19 pandemic, among other economic and geopolitical gyrations over time, and allows us to deploy the strength of our organization throughout our enterprise to build for a stronger future.

Sustainability. At the center of the EnPro, Operating System is the EnPro Capability Center, which is composed of functional experts across a variety of disciplines, including commercial excellence, data science, acquisition integration, automation, innovation, leadership development, supply chain, data sciences and lean manufacturing. The EnPro Capability Center deploys internal experts in their fields throughout the entire organization to share deep knowledge, expertise, and best practices. This collaborative approach to problem solving and continuous improvement is now fully integrated from the C-suite all the way to the shop floor.

Sustainability. At EnPro, we work centers around our core values of Safety, Excellence and Respect. We believe our enduring commitment to sustainability will createcreates long-term value for our stakeholders and positionpositions our businessbusinesses for success in the future. Sustainability, governance and environmental stewardship is woven deeply into the fabric of our company. Over the last twenty years as an independent public company, including within our subsidiaries have resolved numerous legacy environmental and other claims for matters pre-dating our spin-off from Goodrich Corporation in 2002.

Our strategy to recruit diverse and qualified talent, strategy as well as our commitment to the physical health, mentaland psychological health and safety which encompasses the extraordinary actions we took to protect the health and well-being of our colleagues during the COVID-19 pandemic. Our approach to sustainability is basedomnipresent in engaging team members across departments and findingour organization. We find collaborative ways to achieve our high standards for environmental, social, and governance excellence—all guided by our core values of Safety, Excellence, and Respect.excellence.

 

In 2020, we established the EnPro Foundation with an initial commitment of $1 million to support nonprofit entities and initiatives focused on education, equality, diversity, and preserving human dignity that provide opportunities for individuals, particularly those who are disadvantaged, to grow into their full potential. Through the EnPro Foundation, we intend to create real and sustainable change in our society while building on our longstanding support of local communities.

Sustainability is also woven into our portfolio strategy. We have divested certain carbon-intensive lines of business and selectively disengaged with market sectors that are highly carbon-intensive.carbon-intensive, such as automotive and oil and gas. We have acquired businesses that are less carbon intensive and sell into less carbon intensive markets.carbon-intensive markets, with a firm focus on safeguarding critical environments and providing products and services that protect local process environments from harsh contaminants. We are committed to diligently exploring all opportunities to reduce our energy usage and minimizing the resulting greenhouse gas emissions wherever economically and technically feasible.feasible—in 2022, we took steps to calculate our baseline energy usage. Many of our products, such as gaskets and seals, protect our environment by helping to contain and prevent the release of harmful substances. We also design, manufacture and sell numerous products that support the supply of electricity from sustainable sources, including seals for nuclear power plants and bearings that enable wind and solar power.plants.

2023 PROXY STATEMENT    |    33    |     ENPRO INDUSTRIES, INC.

COMPENSATION DISCUSSION AND ANALYSIS       EXECUTIVE SUMMARY-SUMMARY OF BUSINESS HIGHLIGHTS

 

We plan to issuewill publish our next sustainability report in mid-2021 to update stakeholders on progress sincethe second quarter of 2023; following the distribution of our initial comprehensiveinaugural sustainability report in 2019.May 2021. Our sustainability reports highlight the ways our company cares for the people who work with us, the communities in which we operate, and the planet we all live on. We monitor data fromimplemented software monitoring systems at our globalprimary manufacturing facilities globally and will seek to improve our energy usage, greenhouse gas emissions, water usage, and waste generation.generation over time. In addition, we further expanded our diversity and inclusion efforts to further our already firm foundation of measurement and improvement of these important metrics throughout our organization.

 

COVID-19 Response. In March 2020, we established a COVID-19 Response and Support Team (the “Support Team”), which is made up of our global executive leadership team with representatives from each functional area within the organization. The Support Team is working diligently to manage our business continuity plans and coordinated response. We have planned for several contingency scenarios and have taken decisive, informed action to limit the spread of COVID-19 while ensuring the continuity of our businesses. Our actions have been directed and informed by our internal safety protocols, international health organizations, such as the WHO and the Centers for Disease Control, as well as local governments. We have local response teams at each of our facilities who are available to respond to changes as they occur.

We are hopeful that the pandemic will be brought under control and market conditions will recover in 2021. Furthermore, we believe the structural improvements to our cost base, productivity, supply chain, and portfolio in 2020 will position us for success in the new environment.

Dividends and Share Repurchases.share repurchases. In 2020,2022, we paid quarterly dividends to shareholders of $0.26$0.28 per share, representing a 4% increase over per share dividend payments in 2019. In addition, during 2020 we repurchased 0.1 million shares for $5.3 million through March, when we paused our repurchase program in light of the COVID-19 pandemic. The authorization to repurchase shares expired in October 2020, and at that time, our Board of Directors authorized a new two-year program for the repurchase of up to $50.0 million of our common shares through October 2022. We have not made any repurchases under the new authorization.2021. We regularly evaluate our capital allocation strategy based on company performance and anticipated capital requirements for growth, and we will continue this practice in 2021.2022. We did not repurchase shares in 2022, choosing instead to focus on our organic and future inorganic growth initiatives.

 

Shareholder engagement

Throughout the course of each year, we speak with numerousseveral shareholders, including frequent conversations with many of our larger shareholders.largest shareholders through purposeful outreach. These conversations cover a wide range of topics, including our strategic direction, financial performance, future growth opportunities, capital allocation strategy,priorities, business continuity, environmental, social and governance initiatives, management succession and compensation practices. During these conversations in 2020,2022, our shareholders generally supportednoted support of our performance-driven plans and procedures, including our compensation practices and policies.practices. We communicated thecommunicate investor feedback on our compensation practices to the Committee and take shareholder views into account as we seek to align our policies and practices with their interests.

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   COMPENSATION DISCUSSION AND ANALYSIS      EXECUTIVE SUMMARY-SHAREHOLDER ENGAGEMENT   

 

At our 20202022 annual meeting, we asked our shareholders to support a non-binding resolution to approve the compensation paid to our named executive officers as reported in our proxy statement for that meeting. Of the shares voted “for” or “against” that proposal, approximately 96%94% of the shares were voted “for” approval of that resolution. The Committee typically establishes incentive compensation opportunities each February. While the April 20202022 shareholder vote occurred after the structure for the 20202022 compensation awards had been set by the Committee, the 20202022 shareholder vote was considered by the Committee in determining the compensation program for 2021.2023.

 

20202022 executive compensation decisions at a glance

In 2022, the Committee continued its executive compensation program, with annual salary adjustments and annual incentive and long-term compensation awards similar in form to the program for incentive compensation that it first implemented in 2020. In 2021, the Committee substantially increased long-term compensation awards as a proportion of the NEOs’ total compensation to provide additional retention incentive and to reward exceptional efforts to successfully navigate the challenges of the COVID-19 pandemic while effecting strategic portfolio-reshaping transactions, including the acquisition of Alluxa and dispositions of the businesses comprising the former Engineered Materials segment and certain businesses in the Sealing Products segment, with the recognition that payouts under certain of the previously granted LTIP awards were adversely affected by the company’s subsequent portfolio-shaping transactions. At the time, the Committee viewed this increase in long-term compensation awards as being limited to awards made at that time. Consistent with that expectation, in February 2022, the Committee provided long- term compensation awards at a proportionate level generally consistent with the Committee’s practices prior to 2021.

 

In 2020, the Committee increasedBecause Mr. Riley’sVaillancourt’s annual base salary rate by 6.5%had been set in November 2021 in connection with his appointment as President and Chief Executive Officer, the Committee did not make any adjustment to his base salary rate in 2022. In 2022, the Committee adjusted the base salary rates of the other named executive officers, employed throughout 2020other than Dr. Sweeney, from the levels paid in 2019 (with respect to Dr. Sweeney from her annual salary rate set when she was appointed Senior Vice President and Chief Human Resources Officer)2021 by an average of 7.8%4.75%, with individual increases ranging from 6.0%4% to 10.0%5%. Mr. Johnson’sDue to the date of her separation of employment, Dr. Sweeney’s base salary rate was set when he joined the companynot adjusted in

August 2020. 2022.

 

In 2020, the Committee made several changes to our executive compensation program with respect to annual incentive and long-term compensation awards. For the awards made in 20202022 under our annual incentive compensation plan, the Committee, consistent with its decision in 2021, selected adjusted EBITDA and cash flow return on operating capital (“Cash Flow ROIC”) as the equally weighted performance measures. The Committee selected these performance measures because they are the critical measures we use internally in lieumanaging our businesses and are measures of adjusted EBITDAour profitability and adjusted return on invested capital (“adjusted ROIC”), which were the performance of our assets relative to our investment. The Committee believes that performance against these measures used for the annual incentive compensation awards granted in eachis a primary driver, over time, of the three prior years.value of our company. These performance measures were selected also to focus operators on assets they can control—working capital and capital expenditures and earnings on those assets. The Committee selected Cash Flow ROIC is calculated in a manner similar to the adjusted ROIC performancebecause this measure used for the annual incentive awards granted in prior years, with the addition that the amount of capital expenditures and the change in average net working capital for the trailing twelve months are subtracted from the numerator. This change places greaterincludes an emphasis on cash flow and exercising capital discipline and working capital management, consistent with our corporate strategy to focus on improving cash flow of our existing businesses and reshaping our portfolio of businesses with a focus on owning businesses that are aligned with secular growth trends, enjoy high recurring revenue and margins, and have low capital intensity. These performance measures were selected also to focus operators on assets they can control – working capital and capital expenditures and earnings on those assets.

 

The following chart shows our actual payout performance level against the target level of performance for these awards (target level being reflected at 100%) and the resulting payout level against the target payout level. We achieved adjusted EBITDA at a level equal to 66% ofbetween the target leveland maximum performance levels for that performance measure. The below-target levelmeasure as a result of strong performance against this measure resulted primarily from lower volumes inacross most of our served markets resulting frombusinesses, reflecting continued organic growth in our Advanced Surface Technologies segment, efficiency gains and organic growth in our Sealing Technologies segment, the COVID-19 pandemic.benefits of prior-period portfolio reshaping, and responsive pricing action, which more than offset material cost increases. We achieved a Cash Flow ROIC that exceeded 200% of the targetmaximum level for that performance measure. This performance resulted primarily from above-target earnings and secondarily from our focused and disciplined cash management throughout the year. Working capital declined during the year in connection with lower volumes and effective management, and the company managed capital expenditures tightly, both of which drove Cash Flow ROIC significantly above target.

 

2023 PROXY STATEMENT    |    34    |     ENPRO INDUSTRIES, INC.

COMPENSATION DISCUSSION AND ANALYSIS      EXECUTIVE SUMMARY-2022 EXECUTIVE COMPENSATION DECISIONS AT A GLANCE

2022 Annual Incentive Compensation

 

For the long-term compensation awards made as part of the annual compensation review in 2020,February 2022, the Committee granted to the NEOs, other than Mr. Angelillo, a mixture of time-vesting restricted stock units, stock options and Performance Share Awards (LTIP awards denominated in share units and payable in cash), with the value of the awards allocated 40% to restricted stock units, 30% to stock options and 30% to Performance Share Awards. Because of the level of his responsibility, Mr. Angelillo’s long-term compensation awards did not include stock options and were allocated 60% to restricted stock units and 40% to Performance Share Awards. To determine the target number of restricted stock units and Performance Share Awards and the number of stock options, the Committee divided the applicable dollar amount by the average closing price of our common stock for the 20 trading days immediately preceding the date of the award for the restricted stock units and Performance Share Awards and by the Black-Scholes accounting value for the stock options.

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   COMPENSATION DISCUSSION AND ANALYSIS      EXECUTIVE SUMMARY-2020 EXECUTIVE COMPENSATION DECISIONS AT A GLANCE   

The restricted stock unit awards generally vest in equal annual installments, subject to continued employment, over three years. The stock options become exercisable in equal annual installments, subject to continued employment, over three years andyears. The stock options have a term of 10 years from the date of grant with earlier termination in connection with a termination of employment, other than retirement (in which case the options continue to become exercisable based on the vesting schedule). The Committee authorized the award of the stock options at its meeting in February 2020,2022, but deferred the grant of the stock options until the second trading day after the company’s public announcement of our 20202022 financial results, with the per share exercise price being set at the closing price per share of our common stock on the NYSE on that second trading day.

The payout amount for the Performance Share Awards is based on our total shareholder return compared to the same measure of the S&P SmallCap 600 Capital Goods (Industry Group) Index measured over a three-year performance cycle (rTSR). EnPro is one of the companies included in this index. There are no payouts if our rTSR is below the 25th percentile, with payouts at 50% of the target payout if our rTSR is at the 25th percentile, 100% of the target payout if our rTSR is at the 50th percentile, and 200% of the target payout if our rTSR equals or exceeds the 75th percentile, with payouts interpolated for rTSR levels between these points and payout capped at 100% of the target payout level if total shareholder return over the period is negative. The Performance Share Award amounts are denominated in shares of our common stock. For payout, the amounts with respect to share units earned under a Performance Share Award are to be converted to cash based the average fair market value per share of our common stock over the 20 business days preceding the date the Committee certifies the achievement of the performance level with respect to the Performance Share Award.

The Committee made these changes to the long-term compensation program in its 2020 annual compensation review to better align our executive compensation structure with the company’s long-term business strategy and to align and focus our senior teams on the share-value impact of all decisions, including capital deployment, dispositions and acquisitions, and to encourage agile decision-making not influenced by the pursuit of metrics established at the beginning of the performance period that might become outdated and could fail to incentivize appropriate value creation by the end of the three-year performance period.

In prior years, the Committee had granted LTIP awards payable in cash based on the three-year adjusted return on invested capital that includes goodwill and intangible assets. As the Committee evaluated our company’s transformation strategy to actively evaluate our portfolio of businesses to improve long-term financial performance and provide capital for growth, it decided against continuing to grant awards using that measure due to disincentives that measure could create in pursuing portfolio adjustments, as well as the difficulty in setting appropriate performance targets over a three-year, or other long-term measurement period, including because of potential portfolio adjustments that could be made in pursuit of our portfolio strategy over that period. In prior years, the Committee had also granted LTIP awards payable in shares of our common stock based on our three-year rTSR performance. In light of our plan for the strategic transformation of EnPro, the Committee continued the use of rTSR as a performance measure for the Performance Share Awards granted in 20202022 to focus senior teams on the share value impact of all decisions, and align the management experience with the share value experience orof shareholders, as compared to the share performance of the peer group. The performance cycle is the three-year period ending December 31, 2024.

The Committee elected to award stock options to better align the compensation of the executive officers receiving those awards with shareholder interests and to incentivize thethose executive officers to shape the company’s portfolio of businesses and to operate the businesses in a way that results in long-term share appreciation. In addition,The Committee decided to award restricted stock units to further align the changecompensation of the executive officers with shareholder interests and to provide an incentive for retention. The pro rata vesting of the restricted stock awards over three years from the three-year cliff vested restricted stock awards granted in prior years aligns with the vesting practice of the majority of our peer companies. The Committee adjusted the allocation of the long-term compensation awards in 2020 from the 2019 allocation to modestly increase the total proportion of awards payable in equity. The Committee determined that the Performance Share Awards should be payable in cash to retain a cash component of long-term compensation consistent with its prior practices, and, because the Performance Share Awards are denominated as performance share units, the amount of any payout will depend on the value of our common stock at that time. The Committee believes this long-term executive compensation structure aligns with the company’s long-term business strategy and aligns and focuses our senior teams on the share-value impact of all decisions, including capital deployment,

2022 PROXY STATEMENT    |    35    |     ENPRO INDUSTRIES, INC.

COMPENSATION DISCUSSION AND ANALYSIS      EXECUTIVE SUMMARY-2022 EXECUTIVE COMPENSATION DECISIONS AT A GLANCE

dispositions and acquisitions, and encourages agile decision-making not influenced by the pursuit of metrics established at the beginning of the performance period that might become outdated and could fail to incentivize appropriate value creation by the end of the respective three-year performance period.

In February 2018,2020, executive officers were granted LTIP awards payablePerformance Shares Awards similar to the Performance Share Awards granted in stock and LTIP awards payable in cash for theFebruary 2022, but with a three-year performance cycleperiod that ended on December 31, 2020. The performance measure for the LTIP awards payable in cash was adjusted return on invested capital that includes goodwill and other intangible assets. The performance measure for the LTIP awards payable in stock was rTSR. These performance measures are described in greater detail on page 41. In 2020, the Committee adjusted the LTIP awards payable in cash into two periods in order to take account of the sale of our Fairbanks Morse division, which was a significant part of our portfolio at the time that the sale was completed in January 2020, and to account for the impact of that transaction on adjusted return on invested capital.2022. In February 2021,2023, the Committee certified the level of performance with respect to rTSR over the LTIP awards made in February 2018, as so adjusted.

three-year period. The following chart illustrates the actual performance level as a percentage of target (weighted for the LTIP awards payable in cash between the two performance cycles) and payout level relative to the respective target levelslevel (shown at 100%) of these LTIP awardsthe Performance Share Awards for the 2020-2022 performance cycle made to the executive officers. Performance on the rTSR measure was at the 75.9th percentile, which exceeded the maximum level, with total shareholder return over the period being positive. This resulted in a payout capped at 200% of the target level.

2020-2022 Performance Share Awards

Changes for LTIP2023

The 2023 compensation program adopted by the Committee was structurally similar to the 2022 program, with the exceptions described below:

Change in peer group.In connection with its annual compensation decisions made in February 2023, the Committee approved changes recommended by its independent compensation consultant to the composition of the peer group of companies used by the consultant in preparing benchmarking compensation studies to be presented to the Committee. These changes are described in more detail on page 41 and were implemented to reflect the changes in the company’s business as a result of its recent portfolio-reshaping activities, including acquisitions of LeanTeq, Alluxa and NxEdge and dispositions of the businesses comprising the former Engineered Materials segment and certain businesses in the Sealing Products segment.

Performance Share Awards to be settled in shares.Performance Share Awards granted in February 2023 are similar to those awarded in 2022, except that stock units earned under the awards payablewill be paid out in an equal number of shares of common stock was below threshold resultingplus cash in no payout and performancean amount equal to the dividends that would have been paid on such shares as if they had been issued on the measuredate the Performance Share Award was granted. Performance Share Awards granted in 2022 provide for LTIPcash payout, with the share units earned under a Performance Share Award being converted for cash payout based on the average fair market value per share of our common stock (i.e., the closing price per share on the NYSE) over the 20 business days preceding the date the Committee certifies the achievement of the performance level with respect to the Performance Share Award. This adjustment to the Performance Share Awards increases the equity component of the long-term compensation awards payablemade to executive officers.

Retirement provisions under compensation awards.Awards made in cash was above2022 under our annual performance, long-term compensation and equity plans provide for certain benefits upon the target range foremployee’s retirement—proration of the two-year cyclepayout under annual performance plan awards and belowPerformance Share Awards, prorated vesting of restricted stock units, and continued vesting of stock options. The awards made in 2022 defined “retirement” to be the threshold foremployee’s voluntary separation of service at any time after (i) age 65 or (ii) age 55 if the one-year cycle, resultingemployee has at least 10 years of service with EnPro. For these awards made in a 81% payout.2023, the Committee increased the early retirement aspect of this definition, with “retirement” defined to be the employee’s voluntary separation of service at any time after (i) age 65 or (ii) age 60 if the employee has at least 10 years of service with

20212022 PROXY STATEMENT    |    3436    |     ENPRO INDUSTRIES, INC.

 
COMPENSATION DISCUSSION AND ANALYSIS      EXECUTIVE SUMMARY-2020 EXECUTIVE COMPENSATION DECISIONS AT A GLANCE   SUMMARY-CHANGES FOR 2023

EnPro. To balance the impact to employees of the increase in the early retirement age, for restricted stock units awarded in 2023, the Committee conformed the treatment upon retirement to the treatment under stock options, with vesting continuing on the scheduled vesting dates following retirement.

Timing of stock option awards.In 2022, the Committee authorized the award of the stock options at its meeting in February 2022, but deferred the grant of the stock options until the second trading day after the company’s public announcement of our 2022 financial results, with the per share exercise price being set at the closing price per share of our common stock on the NYSE on that second trading day. The Committee followed a similar practice in 2023 with respect to the grant of stock options at its meeting in February 2023, except that the Committee deferred the grant of the stock options until the second trading day after the filing with the SEC of the company’s Form 10-K for the year ended December 31, 2022, with the per share exercise price being set at the closing price per share of our common stock on the NYSE on that second trading day.

Best compensation practices and policies

The following table highlights key features of our executive compensation program. We also identify certain compensation practices that the Committee has not implemented because it does not believe they would serve our shareholders’ long-term interests.

What we do
üWe make variable, performance-based compensation a significant componentof each executive officer’s total compensation and increase the proportion of variable compensation to total compensation as levels of responsibility increase.
üWe balance short-term and long-term compensationto discourage short-term risk-taking at the expense of improvement in long-term results.
üOur 2020 long-term compensation awards are all stock based with awards either being settled in shares of our stock or being paid based on the value of our stock to align with long-term shareholder interests.
üWe require meaningful stock ownership and retentionat levels that increase with responsibility.
üWe use a performance measure relative to the performance for comparable companiesfor long-term incentive awards.
üThe Committee uses an independent executive compensation consultant,which reports directly to the Committee and does not provide any other services to our company.
üWe have a clawback policyfor the recovery of performance-based compensation in the event of executive officer misconduct related to our financial results.
What we don’t do
XWe do not have employment agreements with any executive officers.
XWe do not permit pledging of, or hedging transactions on, our stock.
XWe do not fully vest time-based equity awards in less than three years.
XWe do not re-price stock options without shareholder approval or permit discounted stock options.

What guides our executive compensation program

The objectives of our executive officer compensation programs are to attract, motivate and retain key executives who will drive our success. Our pay practices reward these executives for superior performance and align their interests with the long-term interests of our shareholders.

We achieve our objectives through compensation that:

·is tied to business performance. A substantial portion of each executive officer’s total compensation opportunity is based on our financial results—disappointing performance results in little or no payout while superior performance leads to superior payouts—and the portion of compensation based on our financial performance increases with the officer’s level of responsibility;

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   COMPENSATION DISCUSSION AND ANALYSIS      WHAT GUIDES OUR EXECUTIVE COMPENSATION PROGRAM   

·is significantly stock-based. Stock-based compensation ensures our executives and our shareholders have common interests;
·enhances retention of our executives. Much of their total compensation vests over several years;
·links a significant portion of their total pay to the execution of strategies intended to create long-term shareholder value;

2022 PROXY STATEMENT    |    37    |     ENPRO INDUSTRIES, INC.

COMPENSATION DISCUSSION AND ANALYSIS   ·   WHAT GUIDES OUR EXECUTIVE COMPENSATION PROGRAM

·enables us to compete effectively for talented individuals who will help us successfully execute our business plan; and
·does not encourage our executives to take unnecessary or excessive risks.

To design an executive compensation program that is in line with these policies, the Committee considered:

·the executive compensation and market competitiveness studies described below;
·internal pay fairness;
·internal pay fairness;
·comprehensive compensation histories for each of our executive officers which include each element of compensation and benefits (salary, incentive awards, equity grants, retirement benefits, and possible severance or change in control payments);
·the impact of tax and accounting rules;
·whether the structure of our compensation programs creates an incentive for taking excessive risk; and
·trends affecting the company’s markets.

Key elements of compensation

The following table summarizes the key elements of our 20202022 executive compensation program.

Compensation ElementRationaleKey Characteristics
SHORT -TERMBase SalaryTo compensate the executive fairly and equitably compared to theirhis or her external market peers.Fixed compensation that is reviewed annually.
Annual Performance-
Based Incentive
Awards
To align executives’ decisions with annual adjusted EBITDA performance and cash flow and ensure effective capital deployment and working capital management objectives.

Variable compensation component; based on pre-established company goals relating to Adjustedadjusted EBITDA and Cash Flow Return on Operating Capital (Cash Flow ROIC).

Corporate executives are measured against companywide achievement.

LONG-TERMLong-Term Awards

To align executives with shareholder interests, to reinforce, incentivize and reward long-term value creation, and to provide a retention incentive.

Variable compensation component. Reviewed and granted annually.

Performance Share Awards

Awards
(30% of LTI)LTI*)

To motivate executives by linking incentives to our relative total shareholder return, driving effective decision making and reinforcing the link between our executive officers and our shareholders.Grants based on our three-year rTSR, which measures performance relative to peers. The Performance Share Awards are denominated as stock units, with the amount of stock units earned being based on our three-year rTSR and the amount of the resulting cash payout being based on the fair market value of our common stock after the end of the three-year period.
Stock Options

(30% of LTI)LTI*)

To incent and reward performance that results in stock price growth and to provide for retention.

The stock options vest and become exercisable, subject to continued employment, in equal installments on the first, second and third anniversaries of the grant date, with a per share exercise price equal to the closing stock price on the date of the grant. Vested options expire if not exercised within 10 years from the date of grant with earlier termination in connection with a termination of employment, other than retirement (in which case the options continue to become exercisable based on the vesting schedule). No vesting upon a change in control if the awards are assumed by the acquirer.

Restricted Stock
Units
(40% (40% of LTI)LTI*)

To motivate the appropriate actions and decisions that deliver superior long-term total shareholder return and provide a base level of executive retention.

Awards vest in equal installments on the first, second and third anniversaries of the date of the award subject to continued employment.employment (other than retirement, in which case the restricted stock units set to vest on the next vesting date will vest on a pro-rated basis on such date). No vesting upon a change in control if the awards are assumed by the acquirer.

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COMPENSATION DISCUSSION AND ANALYSIS      WHAT GUIDES OUR EXECUTIVE COMPENSATION PROGRAM

Compensation ElementRationaleKey Characteristics
OTHERHealth/Welfare Plan
and
Retirement/Deferral
Benefits
To provide competitive benefits promoting employee health and productivity and supporting financial security.Fixed compensation component.
Perquisites and
Other Benefits
These are very minimal and are provided to assist in attracting and retaining executive officers.Fixed compensation component.
Change-in-Control
Protection
To provide continuity of management and bridge future employment if terminated in connection with a change-in-control.Fixed compensation component; “double-trigger” “double- trigger” i..e.i.e., only paid in the event employment is terminated other than “for cause” or for “good reason”—in either case, in connection with a change in control.
Health/Welfare Plan and Retirement/ Deferral BenefitsTo provide competitive benefits promoting employee health and productivity and supporting financial security.Fixed compensation component.
*To determine the target number of restricted stock units and Performance Share Awards and the number of stock options, the Committee divided the applicable dollar amount by the average closing price of our common stock for the 20 trading days immediately preceding the date of the award for the restricted stock units and Performance Share Awards and by the Black-Scholes accounting value for the stock options. Awards to Mr. Angelillo were allocated 40% to Performance Share Awards and 60% to restricted stock units on this basis.

Target compensation mix

The following charts show the relative portion of Mr. Riley’s total 2020Vaillancourt’s 2022 target in-service compensation and the average target in-service compensation of the other NEOs employed throughout 2020.current NEOs. Target in-service compensation consists of the base salary rate for 2020,set in 2022, target annual performance-based cash compensation awards made in 2020,2022, target Performance Share Awards (PSAs) granted in 2020,2022, long-term equity compensation in the form of stock options and restricted stock units (RSUs) awarded in 20202022 and other 2022 compensation not related to changes in retirement benefits. To determine the target number of restricted stock units and Performance Share Awards and the number of stock options, the Committee divided the applicable dollar amount by the average closing price of our common stock for the 20 trading days immediately preceding the date of the award for the restricted stock units and Performance Share Awards and by the Black-Scholes accounting value for the stock options. The amounts included for Performance Share Awards in the summary compensation table on page 48 and in the grants of plan-based awards table on page 50 are based on the grant date fair value of the Performance Share Awards determined using financial accounting assumptions as required by SEC rules for reporting the related compensation in those tables, which differ from the values assigned to these awards by the Committee as described above. The following charts reflect the Committee’s basis for valuing these awards in allocating in-service compensation.

2022 Target In-Service Compensation

 

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COMPENSATION DISCUSSION AND ANALYSIS      WHAT GUIDES OUR EXECUTIVE COMPENSATION PROGRAM

The decision-making process

The role of the CommitteeCommittee.. The primary function delegated to the Committee by our board is overseeing the appropriateness and cost of our compensation programs, particularly the program for executive officers. The Committee determines executive compensation based on a comprehensive view of factors designed to produce long-term business success. All of our non-managementnon- management directors sit on the Committee.

When setting targeted in-service compensation for each of our executive officers, the Committee considers individual performance, experience and tenure. In evaluating the reasonableness and competitiveness of targeted in-service compensation, the Committee reviews compensation data for a broad survey group and for a peer group prepared by its independent executive compensation consultant.

The Committee generally sets annual salary rates and makes annual incentive and long-term compensation awards at its meetings in February of each year. The Committee occasionally makes adjustments toadjusts compensation arrangements, including making long-termlong- term compensation awards, to NEOs or other employees at other times, such as in connection with hiring, promotion or for retention purposes.

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   COMPENSATION DISCUSSION AND ANALYSIS      WHAT GUIDES OUR EXECUTIVE COMPENSATION PROGRAM   

The role of the executive officers.Certain members of our senior management team help prepare for and attend meetings where executive compensation, company performance targets, and competitive compensation levels and practices are discussed and evaluated. However, only the Committee members are allowed to vote on decisions regarding executive compensation. The Committee also receives recommendations from our CEO regarding the compensation of our other officers, including the other NEOs. Our CEO does not participate in the deliberations of the Committee and Boardour board regarding his own compensation.

The role of the independent executive compensation consultantconsultant.. The Committee engages an independent compensation consultant to provide expertise on competitive pay practices and compensation program design and an objective assessment of any inherent risks of any compensation programs. Pursuant to the authority granted to it under its charter, the Committee has retained Pearl Meyer & Partners, LLC (“Pearl Meyer”) as its independent consultant. Pearl Meyer reports directly to the Committee and does not provide additional services to management. The Committee has conducted an independence assessment of Pearl Meyer in accordance with SEC rules, NYSE listing standards, and the requirements of the Committee’s charter, and has determined that work performed by Pearl Meyer does not create a conflict of interest and that Pearl Meyer is independent.

The role of market analysesanalyses.. In evaluating target compensation levels, the Committee has requested its independent executive compensation consultant, Pearl Meyer, to prepare benchmarking studies. These studies have been prepared and presented to the Committee generally every two years.year. The most recent study presented to the Committee prior toin connection with the compensation decisions it made in February 2020,2022 was prepared in October 2018.2021.

In its benchmarking studies, Pearl Meyer compared the specific compensation elements we awarded to each of our executive officers to those awarded to executive officers with similar responsibilities of each member of the peer group and the broader survey group and to the relevant medians of the peer group and survey group.groups. Based on its analysis, Pearl Meyer advised the Committee on adjustments to base salary, annual incentive award and long-term incentive awards for each named executive officer. Peer and survey compensation data allow the Committee to determine whether our compensation programs and target compensation levels for executive officers are reasonable and competitive.

At the direction of the Committee, Pearl Meyer screened and reviewed companies included in Standard & Poor’s Global Industry Classification Standard Capital Goods industry classification, reviewed the peer groups included in the 20182021 reports of certain principal proxy advisory firms, and conducted an analysis to identify potential peer companies, evaluating comparability in terms of sales, business mix alignment, and market value, among other factors. The peer group selected by the Committee for the 20182021 study, consistent with Pearl Meyer’s recommendation following its analysis and with the peer group used in Pearl Meyer’s most recent study completed in 2020, was as follows:follows (with Zurn Elkay Water Solutions Corporation formerly being known as Rexnord Corporation and Crane Co. and SPX Corporation reorganizing as Crane Holdings Co. and SPX Technologies, Inc., respectively):

•   Altra Industrial Motion Corp.

•   Barnes Group Inc.

•   Chart Industries, Inc.

•   Circor International, Inc.

•   Columbus McKinnon Corporation

•   Crane Holdings, Co.

•   Curtiss Wright Corp.

Curtiss-Wright Corporation

•   Enerpac Tool Group Corp.

•   Graco Inc.

•   IDEX Corporation

•   ITT Inc.

•   Mueller Water Products, Inc.

•   Nordson Corporation

•   Rexnord Corporation

•   SPX Corporation

•   SPX FLOW, Inc.

•   SPX Technologies, Inc.

•   Standex International Corporation

•   TriMas Corporation

•   Watts Water Technologies, Inc.

•   Woodward, Inc.

•   Zurn Elkay Water Solutions Corporation

2022 PROXY STATEMENT    |    40    |     ENPRO INDUSTRIES, INC.

 
COMPENSATION DISCUSSION AND ANALYSIS      WHAT GUIDES OUR EXECUTIVE COMPENSATION PROGRAM

Annual 2020 revenues of the companies in this peer group ranged from $861$529 million to $3.2$3.1 billion, with median revenues of $1.5$1.6 billion, aligningconsistent with our 2018 revenues.annual revenues prior to the company’s significant portfolio re-shaping transactions that commenced with its disposition of Fairbanks Morse in 2020 but exceeding our then-reported 2020 revenues of $1.1 billion following the sale of Fairbanks Morse (and prior to the recasting of the former Engineered Materials segment as discontinued operations). The market capitalization of thethese peer companies at the time of the study ranged from $677$671 million to $10.5$16.1 billion, with median market capitalization of $2.4$3.8 billion.

In connection with its preparation for annual executive compensation decisions made in February 2023, the Committee approved changes recommended by Pearl Meyer to the composition of the peer group for the purposes of the benchmarking compensation studies to be reviewed by the Committee in making those compensation decisions. These changes were implemented to reflect the changes in the company’s business as a result of its recent portfolio-reshaping activities, including acquisitions of LeanTeq, Alluxa and NxEdge and dispositions of the businesses comprising the former Engineered Materials segment and certain businesses in the Sealing Products segment. The peer group was adjusted by adding CTS Corporation, Entegris, Inc., ESCO Technologies, Inc., FormFactor, Inc., Helios Technologies, Inc. and Materion Corporation and removing Chart Industries, Inc., CIRCOR International, Inc., Columbus McKinnon Corporation, Crane Holdings, Co., ITT Inc. and TriMas Corporation. In addition, SPX FLOW, Inc. was removed from the peer group as it had been acquired earlier in 2022. The market capitalization of the new peer group companies at the time of the study ranged from $978 million to $15.1 billion, with median market capitalization of $2.2 billion.

For executive compensation purposes, we believe a comparison of the relative size and complexity of a company is more important than a comparison of specific products manufactured. These are the types of companies with whom we compete for management personnel and therefore we believe it is appropriate for us to compare our compensation practices with theirs.

Evaluation of incentives for excessive riskrisk.. To discourage excessive risk, the Committee seeks to balance:

·fixed and variable compensation,
·short-term and long-term compensation,
·the performance measures used to determine incentive compensation, and
·the level of in-service and post-retirement benefits.

The Committee has specifically evaluated the company’s compensation structure and practices and concluded that they do not establish incentives for unnecessary or excessive risk.

20212022 PROXY STATEMENT    |    3841    |     ENPRO INDUSTRIES, INC.

 
COMPENSATION DISCUSSION AND ANALYSIS      2020   2022 EXECUTIVE COMPENSATION DECISIONS IN DETAIL

20202022 executive compensation decisions in detail

Base salary

Base salaries give our officers a relatively secure level of compensation. Adjustments to base salary rates typically are made in February of each year and are effective on or about April 1, though mid-year adjustments may be made in the event of promotion or other special circumstance. In 2020, the Committee increasedBecause Mr. Riley’sVaillancourt’s annual base salary rate by 6.5%had been set in November 2021 in connection with his appointment as President and Chief Executive Officer, the Committee did not make any adjustment to his base salary rate in 2022. In 2022, the Committee adjusted the base salary rates of the other named executive officers, employed throughout 2020other than Dr. Sweeney, from the levels paid in 2019 (with respect to Dr. Sweeney from her annual salary rate set when she was appointed Senior Vice President and Chief Human Resources Officer)2021 by an average of 7.8%4.75%, with individual increases ranging from 6.0%4% to 10.0%5%. Mr. Johnson’sDue to the date of her separation of employment, Dr. Sweeney’s base salary rate was set when he joined the companynot adjusted in August 2020.2022.

Annual performance incentive plan awards

The plan used by the Committee to make annual incentive compensation awards is designed to give executive officers a personal financial incentive to help us reach annual business goals. We refer to this plan as the annual performance plan. The Committee uses a similar plan to make annual incentive compensation awards to segment and divisional officers, with performance weighted equally among company-wide performance measures and segment or division-specific performance measures.

The amount of awards paid under our annual performance plan is based on performance relative to threshold, target and maximum performance levels set when the awards are made. When performance falls below the threshold, executives receive no payout. Payouts at a threshold level of performance are 50% of the target payout, payouts at a target level of performance are 100% of the target payout, and payouts at a maximum level of performance are at 200% of the target payout. Performance between any of the established levels yields a proportional payout. The Committee, after reviewing the company’s performance in 2020,2022, was permitted to adjust amounts payable under the awards in its discretion.

For 2020,2022, the performance measures and weightings for the annual performance plan were:

Adjusted EBITDA50%
Cash Flow ROIC50%

For Dr. Sweeney, who also served as President of our GGB division in 2020, 50% of her annual performance-based compensation opportunity was under the annual performance plan, while the remaining 50% was under a similar plan for the GGB division using the same performance measures and weightings except that 75% was based on the performance of GGB and the remaining 25% was based on company-wide performance. With respect to the divisional component of the plan in which Dr. Sweeney participated, we have not included in this proxy statement the specific GGB division financial goals and performance results because we believe that public disclosure of this confidential information would cause competitive harm to the division’s business. At the time the GGB specific division goals were set, the committee deemed the target levels set for each of the metrics to be reasonable “stretch” goals, with a maximum payout only in the event of superior performance.

Why we use adjusted EBITDA and Cash Flow ROIC to measure performance

The Committee selected these performance measures because they are the critical measures we use internally in managing our businesses and are measures of our profitability and the performance of our assets relative to our investment. The Committee believes that performance against these measures is a primary driver, over time, of the value of our company. The Committee believes that adjusted EBITDA (or, earnings before interest, income tax, depreciation and amortization expenses)expenses and selected items) and Cash Flow ROIC (or, cash flow return on operating capital) are the most appropriate measures of the annual operating performance of our businesses. These performance measures were selected also to focus operators on assets they can control—working capital and capital expenditures and earnings on those assets. The Committee selected Cash Flow ROIC because this measure includes an emphasis on cash flow and exercising capital discipline and working capital management, consistent with our corporate strategy to focus on improving cash flow of our existing businesses and reshaping our portfolio of businesses with a focus on owning businesses that are aligned with secular growth trends, enjoy high recurring revenue and margins, and have low capital intensity. In selecting these performance measures, setting the performance goals and awarding the corresponding incentive opportunities, the Committee took into account management’s recommendations.

2022 PROXY STATEMENT    |    42    |     ENPRO INDUSTRIES, INC.

COMPENSATION DISCUSSION AND ANALYSIS      2022 EXECUTIVE COMPENSATION DECISIONS IN DETAIL

Performance goals for 20202022

The following table presents the 20202022 performance goals set for the annual performance plan. The table shows goals for threshold, target and maximum performance levels, actual 20202022 performance and weighted payout percentages for each goal.

 Performance Levels Actual Performance Performance Levels Actual Performance
(dollars in millions) Threshold Target Maximum Amount Weighted Payout % Threshold Target Maximum Amount Weighted Payout %
                    
Adjusted EBITDA(1) $163.9  $193.6  $223.3  $173.6   33.2% $239.3  $270.9  $303.5  $295.9   88.4%
Cash Flow ROIC(1)  13.9%  16.6%  19.3%  22.0%  100.0%  20.0%  22.2%  24.4%  25.3%  100.0%

(1)Adjusted EBITDA is calculated by adding interest, income tax, depreciation and amortization expenses to earnings and further adding certain selected expenses that the Committee believes do not reflect normal operating conditions and subtracting certain selected income items that the Committee believes do not reflect normal operating conditions. Adjusted EBITDA is calculated in a manner consistent with adjusted EBITDA as presented by the company in its quarterly and annual earnings announcements, with additional adjustments to eliminate the impact of acquisitions and dispositions occurring during the year and certain other items and the translation impact of foreign currency exchange. The calculation of Cash Flow ROIC is based on adjusted operating income, which includes the same adjustments to EBITDA in determining adjusted EBITDA, as described above, and also reflects the impact of depreciation and amortization, income taxes, working capital changes and capital expenditures. Cash Flow ROIC is calculated by taking adjusted operating income multiplied by the difference between 1 minus the tax rate (expressed as a fraction) then adding depreciation and amortization expense and subtracting each of the amount of capital expenditures and the change in average net working capital for the trailing twelve months, with such amount then divided by the sum of average working capital, average gross property, plant and equipment and average gross software investment. The Committee believes adjusted EBITDA and Cash Flow ROIC are the most appropriate measures of the annual operating performance of our businesses and that performance on these measures, over time, are primary drivers of company value. Adjusted EBITDA, adjusted operating income and Cash Flow ROIC are not financial measures under generally accepted accounting principles (“GAAP”).

2021 PROXY STATEMENT    |    39    |     ENPRO INDUSTRIES, INC.

   COMPENSATION DISCUSSION AND ANALYSIS      2020 EXECUTIVE COMPENSATION DECISIONS IN DETAIL   

acquisitions and dispositions occurring during the year and certain other items, such as COVID-related PPE expenses, and the translation impact of foreign currency exchange. The calculation of Cash Flow ROIC is based on adjusted operating income, which includes the same adjustments to EBITDA in determining adjusted EBITDA, as described above, and also reflects the impact of depreciation and amortization, income taxes, working capital changes and capital expenditures. Cash Flow ROIC is calculated by taking adjusted operating income multiplied by the difference between 1 minus the tax rate (expressed as a fraction) then adding depreciation and amortization expense and subtracting each of the amount of capital expenditures and the change in average net working capital for the trailing twelve months, with such amount then divided by the sum of average working capital, average gross property, plant and equipment and average gross software investment. The Committee believes adjusted EBITDA and Cash Flow ROIC are the most appropriate measures of the annual operating performance of our businesses and that performance on these measures, over time, are primary drivers of company value. Adjusted EBITDA, adjusted operating income and Cash Flow ROIC are not financial measures under generally accepted accounting principles (“GAAP”).

The plan payouts at the target performance level, as a percentage of base salary, and the actual payout as a percentage of salary for the named executive officers receivingwere as follows (due to the date of her separation of employment, Dr. Sweeney did not receive an annual incentive compensation awards were as follows:award):

  Target Payout, as
Percentage of Salary
 Actual Payout, as
Percentage of Salary
         
Riley  100%         133%
Childress  70%  93%
McLean  60%  80%
Sweeney  55%  66%

 Target Payout, as
Percentage of Salary
Actual Payout, as
Percentage of Salary
   
Vaillancourt100%188%
Childress70%132%
McLean60%113%
Bower45%85%
Angelillo35%66%

Target award levels set by the Committee for the named executive officers were based on historical award levels, a review of the Pearl Meyer market studies and management recommendations.

To set 20202022 performance levels, the Committee reviewed a top-down estimate of our performance for the year based on management’s expectations for each of our markets and a bottom-up review of each division’s strategy and forecast for its performance. The Committee evaluated these internal estimates against external expectations for the performance of our markets and then set our goals for the year, with target performance levels considered to be stretch goals.

year. For 2020,2022, our adjusted EBITDA was $173.6$295.9 million (between the thresholdtarget and target levels)maximum levels adjusted for partial year ownership of GGB), and our Cash Flow ROIC was 22.0%25.3% (exceeding the maximum level)level adjusted for the GGB divestiture). Accordingly, basedBased on the payout levels established by the Committee for the annual performance plan, the named executive officers received payouts under that plan of 133%188% of the target level. Dr. Sweeney’s aggregate payout level was lower, as performance with respect to the divisional plan was below the levels achieved for the annual performance plan. We achieved adjusted EBITDA at a level equal to 66% ofbetween the target leveland maximum performance levels for that performance measure. The below-target levelmeasure as a result of strong performance against this measure resulted primarily from lower volumes inacross most of our served markets resulting frombusinesses, reflecting continued organic growth in our Advanced Surface Technologies segment, efficiency gains and organic growth in our Sealing Technologies segment, the COVID-19 pandemic.benefits of prior-period portfolio reshaping, and responsive pricing action, which more than offset material cost increases. We achieved a Cash Flow ROIC that exceeded 200% of the targetmaximum level for that performance measure. This performance resulted primarily from above-target earnings and secondarily from our focused and disciplined cash management throughout the year. Working capital declined during the year in connection with lower volumes and effective management, and the company managed capital expenditures tightly, both of which drove Cash Flow ROIC significantly above target.

The dollar amount of these payouts under the annual performance plan to each of the named executive officers other than Mr. Johnson is included in column (g) (see footnote 2)3) of the summary compensation table.

Mr. Johnson did not receive an annual incentive compensation award in 2020 in light of the date that he joined the company and instead received a signing bonus of $200,000 upon accepting employment, which is subject to reimbursement if he voluntary resigns his employment or is terminated for cause within one year, and a fixed payment of $183,000 in lieu of an annual incentive compensation award payable at the time annual incentive compensation awards granted to the other named executive officers are paid out. These amounts are reported as bonus and are included in column (d) (see footnote 7) of the summary compensation table.2022 PROXY STATEMENT    |    43    |     ENPRO INDUSTRIES, INC.

COMPENSATION DISCUSSION AND ANALYSIS      2022 EXECUTIVE COMPENSATION DECISIONS IN DETAIL

Long-term compensation

Performance Share Awards made for 2018-20202020-2022 cycle

Long-term compensation grants to our executive officers provide them with personal financial motivation and a stake in our long-term success. The Committee believes these awards also help us retain executives who are committed to achieving our corporate goals. In 2018,2020, the target level of our long-term compensation awards was generally split equally in three separate awards:

•   LTIP awards payable in stock•   LTIP awards payable in cash•   restricted stock units with time-based vesting

The amount of cashincluded Performance Share Awards for these cash LTIP awards and the number of shares for a stock LTIP award payable under these awards are based on our performance against selected financial goals over a three-year period. For these LTIP award opportunities, the Committee set threshold, target and maximum levels. Performance below the threshold level results in no payout, performance at the threshold level results in a payout at one-half of the amount at the target level, and performance at the maximum level or above results in a payout of twice the amount set for the target level. We extrapolate to determine the payout for performance between these levels. Performance levels are adjusted to account for dispositions, acquisitions and other corporate restructuring transactions.

2021 PROXY STATEMENT    |    40    |     ENPRO INDUSTRIES, INC.

   COMPENSATION DISCUSSION AND ANALYSIS      2020 EXECUTIVE COMPENSATION DECISIONS IN DETAIL   

The LTIP awards payable in cash were based initially on our adjusted return on invested capital (“adjusted ROIC”) over the three-year (2018-2020) performance period against threshold, target and maximum levels established when the awards were granted, with the adjusted ROIC including the impact of goodwill and other intangible assets. In July 2020 and pursuant to the long-term incentive plan, the committee adjusted these awards into two periods to take account of the sale of our Fairbanks Morse division, which was a significant part of our portfolio at the time that the sale was completed in January 2020, and to account for the impact of that transaction on adjusted ROIC, which had not been anticipated at the time these awards were granted. Accordingly, the committee bifurcated the LTIP awards payable in cash with a two-year performance cycle (2018-2019) with revised threshold, target range and maximum levels, and weighting the payout with respect to performance against these measures at 2/3s of the value of the initial award, and a one-year performance cycle (2020) with threshold, target range and maximum levels set to account for the impact of the sale of the Fairbanks Morse division, and weighting the payout with respect to performance against these measures at 1/3 of the value of the initial award. Performance within the target range would result in payout at 100% of the target amount.

The number of shares to be issued under the LTIP awards payable in stock awarded in 2018 was based on our rTSR over the same three-year period. Payment at 50% of the target level of these awards would occur if our TSR relative to the TSR of the index was at the 35th percentile, with target payments at the 50th percentile and payments at 200% of the target level at the 75th percentile. The LTIP awards limit the payout to the target level in the event that absolute TSR is negative and require recipients to hold the net after-tax shares issued at the end of the three-year performance period for an additional year.

Restricted stock units further our goals of aligning officers’ long-term interests with those of our shareholders and increasing management’s ownership stake in our company. The restricted stock units awarded in 2018 vested three years after the date of grant subject to the executive’s continued employment during that period. In the event of death or disability, they would vest earlier. In the event of an executive’s retirement, the restricted stock units vest pro rata based on the number of months he or she was employed after the grant date through the retirement date compared to the scheduled 36-month period.

The LTIP awards and restricted stock units awards provide that, if the resulting entity in a change in control assumes the awards, the awards will vest early in connection with a change in control only if within two years after the change in control the employee is terminated without “cause” or the employee resigns for “good reason,” as such terms are defined in the awards.

The following table shows goals for threshold, target and maximum performance levels, actual performance and payout percentages for the LTIP awards payable in cash based on adjusted return on invested capital and LTIP awards payable in stock based on relative TSR percentile:


Award TypePerformance MeasurePerformance LevelsActual Performance
  ThresholdTargetMaximumAmountWeighted
Payout %
       
Cash LTIP (2018-2019)Adjusted return on invested capital(1)  9.0%9.5-9.7%10.2%  9.8%81%
Cash LTIP (2020)Adjusted return on invested capital(1)  8.9%9.4-9.6%10.1%  7.9%  0%
Stock LTIPrTSR35.0%    50.0%75.0%25.0%  0%

(1)The calculation of adjusted return on invested capital is based on adjusted operating income, which includes the same adjustments to EBITDA in determining adjusted EBITDA, as described above in the discussion of annual performance incentive awards, and also reflects the impact of depreciation and amortization. Adjusted return on invested capital is calculated by taking adjusted operating income multiplied by the difference between 1 minus the tax rate (expressed as a fraction) then adding depreciation and amortization expense, with such amount then divided by the sum of average working capital, average gross property, plant and equipment, average goodwill, average intangible assets and average gross software investment. The Committee believes that at the time these awards were made adjusted return on capital investment was an appropriate measure of performance relative to our investment. Adjusted operating income and adjusted return on invested capital are not financial measures under GAAP.

The following table sets forth for the named executive officers the payout amount for the LTIP award payable in cash and the LTIP award payable in shares of stock for the 2018-2020 performance period:

Actual Payout
Cash LTIPStock LTIP
Riley$113,445
Childress$136,679
McLean$  88,111
Sweeney$ 77,276

Because Mr. Johnson joined the company in August 2020, he did not receive any LTIP awards for the 2018-2020 performance period.

2021 PROXY STATEMENT    |    41    |     ENPRO INDUSTRIES, INC.

   COMPENSATION DISCUSSION AND ANALYSIS      2020 EXECUTIVE COMPENSATION DECISIONS IN DETAIL   

The adjusted return on invested capital for the 2018-2019 performance period was established following a strong recovery in 2017 from the previous two-year downturn in global industrial markets. The target for the two-year performance period was set assuming a continuation of the industrial recovery with strong growth expected for the first year of the performance period followed by a mid-single-digit growth environment in the second year. In 2018, we experienced performance above expectations, primarily as a result of strong performance in our former Power Systems segment and in our Engineered Materials segment, offset somewhat by challenging results in heavy-duty trucking and in the industrial gas turbine market. In 2019, we experienced a modest decline in performance due to ongoing challenges in our heavy-duty trucking businesses and slowdowns in European automotive and general industrial markets, which was mostly offset by continued strong performance in the former Power Systems segment. Outperformance relative to target for the 2018 - 2019 period resulted in achievement of 122% of target, or 81% when considering the two-thirds weighting.

For 2020, ROIC performance was below the threshold target level established for the period post-sale of Fairbanks Morse. Results for this period were impacted by the carryover effect of the 2019 downturn in European automotive and general industrial markets and the COVID-19 pandemic.

Underperformance over the later portion of the three-year measurement period adversely impacted our stock price relative to the comparator group. As a result, our TSR over the three-year period relative to the TSR of the S&P SmallCap 600 Capital Goods (Industry Group) Index was at the 34th percentile, below the threshold performance level for our stock LTIP awards. Accordingly, the named executive officers did not receive any payout on their stock LTIP awards for the 2018-2020 performance period.

The dollar amount of the cash LTIP payout to the named executive officers for the 2018-2020 performance cycle is included in column (g) (see footnote 2) of the summary compensation table for 2020. The value atended December 31, 2020 of the restricted stock units that were awarded in February 2018 and vested in February 2021 is included in the table in “Executive compensation — Outstanding equity awards at fiscal year end.”

Awards granted in 2020

As described in “—Executive summary—2020 executive compensation decisions at a glance,” in 2020 the Committee granted a mixture of time-vesting restricted stock units, stock options and Performance Share Awards payable in cash, with the value of the awards allocated 40% to restricted stock units, 30% to stock options and 30% to Performance Share Awards. Dr. Sweeney was awarded an additional 1,500 restricted stock units in recognition of her role as President of the GGB division and as an additional retention incentive. Mr. Johnson did not receive these awards in light of his joining the company in August 2020. In connection with his acceptance of employment he was awarded stock options and restricted stock units having terms consistent with those awarded to the other named executive officers and having approximately equal grant date fair value.

The restricted stock unit awards generally vest in equal annual installments, subject to continued employment, over three years. The stock options become exercisable in equal annual installments, subject to continued employment, over three years and have a term of 10 years from the date of grant with earlier termination in connection with a termination of employment, other than retirement (in which case the options continue to become exercisable based on the vesting schedule).2022. The Performance Share Awards arewere denominated as share units, with the amount earned being based on our total shareholder return compared to the same measure of the S&P SmallCap 600 Capital Goods (Industry Group) Index measured over a three-year performance cycle (rTSR). There are no payouts if our rTSR iswas below the 25th percentile, with payouts at 50% of the target payout if our rTSR iswas at the 25th percentile, 100% of the target payout if our rTSR iswas at the 50th percentile, and 200% of the target payout if our rTSR equalsequaled or exceedsexceeded the 75th percentile, with payouts interpolated for rTSR levels between these points and payout capped at 100% of the target payout level if total shareholder return over the period iswas negative. The payout with respect to share units earned under a Performance Share Award is to bewas converted for cash payout based on the average fair market value per share of our common stock (i.e., the closing price per share on the NYSE) over the 20 business days preceding the date the Committee certifiescertified the achievement of the performance level with respect to the Performance Share Award. If our common stock continues to be listed on

The following table summarizes the NYSE,terms of the fair market value of our common stock on any business day would bePerformance Share Awards, actual performance and the closing price per share of our common stock on the NYSE on that day.payout percentage:

Award Type  Performance MeasurePerformance Levels Actual Performance
 Threshold Target Maximum Amount Payout %
            
Performance Share Award  rTSR25% 50% 75% 75.9%  200%

The following table sets forth for eachthe named executive officer,officers the payout amount at target level of performance for the Performance Share Awards alongfor the 2020-2022 performance period (Dr. Sweeney’s payout was prorated for her period of service during the three-year performance period). The payout reflects both performance at the maximum level and the appreciation in the value of our common stock at the time of the payout.

Actual Payout
Vaillancourt$328,132
Childress$890,578
McLean$582,750
Bower$210,976
Angelillo$122,758
Sweeney$225,912

Awards granted in 2022

As described in “—Executive summary—2022 executive compensation decisions at a glance,” in February 2022, the Committee granted a mixture of time-vesting restricted stock units, stock options and Performance Share Awards, with the value of the awards generally allocated 40% to restricted stock units, 30% to stock options and 30% to Performance Share Awards. Because of the level of his responsibility, Mr. Angelillo’s long-term compensation awards did not include stock options and were allocated 60% to restricted stock units and 40% to Performance Share Awards. To determine the target number of restricted stock units and Performance Share Awards and the number of stock options, the Committee divided the applicable dollar amount by the average closing price of our common stock for the 20 trading days immediately preceding the date of the award for the restricted stock units and Performance Share Awards and by the Black-Scholes accounting value for the stock options. Due to the date of her termination of employment, Dr. Sweeney did not receive any long-term compensation awards in 2022.

The restricted stock unit awards generally vest in equal annual installments, subject to continued employment, over three years. In the event of an executive’s retirement, the unvested restricted stock units scheduled to vest on the next succeeding anniversary of the date of the award vest pro rata based on the number of months the executive was employed in the 12-month period ending on such anniversary date compared to the full 12-month period. The stock options become exercisable in equal annual installments, subject to continued employment, over three years. The stock options have a term of 10 years from the date of grant with earlier termination in connection with a termination of employment, other than retirement (in which case the options continue to become exercisable based on the vesting schedule). The Performance Share Awards have terms consistent with the Performance Share Awards granted for the 2020-2022 performance cycle, but have a three-year performance period ending December 31, 2024.

2022 PROXY STATEMENT    |    44    |     ENPRO INDUSTRIES, INC.

COMPENSATION DISCUSSION AND ANALYSIS      2022 EXECUTIVE COMPENSATION DECISIONS IN DETAIL

The following table sets forth the number of share units (at target level of performance) for the Performance Share Awards, the number of stock options and the number of restricted stock units awarded to each named executive officer who received such awards in 2020.2022.

 Target Payout of
Performance Share Award
Stock OptionsRestricted
Stock Units
    
Riley$690,00050,58715,047
Childress$233,28017,103  5,087
McLean$152,64011,191  3,329
Sweeney$  85,2396,249  3,359
Johnson$         —13,390  4,426
 Performance
Share Awards*

 

Stock Options

Restricted
Stock Units
    
Vaillancourt8,51923,16011,359
Childress2,7287,4163,637
McLean2,1155,7512,820
Bower6601,794880
Angelillo439658

The grant date fair value of restricted stock units and stock options awarded in 2020, in each case as determined under FASB ASC Topic 718, are included in column (e) (see footnote 1) of the summary compensation table and in column (l) of the table in “Executive compensation—Grants of plan-based awards.”

2021 PROXY STATEMENT    |    42    |     ENPRO INDUSTRIES, INC.

   COMPENSATION DISCUSSION AND ANALYSIS    *   OTHER COMPENSATION PRACTICES, POLICIES AND GUIDELINES   
As noted above, the Committee determined the target number of Performance Share Awards by dividing the applicable dollar amount by the average closing price of our common stock for the 20 trading days immediately preceding the date of the award. In contrast, the amounts on the grant date fair value of the Performance Share Awards included in the summary compensation table on page 48 and the grants of plan- based awards table on page 50 are determined using financial accounting assumptions as required for disclosure under SEC rules, which differ from the value used by the Committee in allocating long-term compensation awards. The grant date fair value of restricted stock units and Performance Share Awards and of stock options granted in 2022, in each case as determined as required to be disclosed by SEC rules, are included in columns (e) and (f), respectively (see footnotes 1 and 2), of the summary compensation table on page 48 and in column (l) of the grants of plan-based awards table on page 50.

Other compensation practices, policies and guidelines

Stock ownership and retention requirements

Each executive officer is required by policy to hold shares of our common stock with a market value at least equal to a specific multiple of the officer’s base salary. The multiple increases with the officer’s level of responsibility. The minimum ownership required for our CEO is 5.0 times base salary; for all other NEOs other than Mr. Angelillo, the minimum is 2.5 times base salary; and for Mr. Angelillo, the minimum is 1.5 times base salary. Minimum levels for the other executive officers range from 0.75 times to 1.5 times base salary. In light of this policy, the Committee believes it is appropriate to provide officers with an opportunity to earn shares as part of their long-term incentive awards.

Once named an executive officer, an individual has five years to reach the minimum stock ownership requirement for his or her position. An executive officer who fails to maintain the required level of ownership must retain 50% of any shares received under any company equity award plan until he or she satisfies the requirement. Restricted shares of our common stock and restricted stock units count toward minimum ownership only after the restrictions lapse.

We check for compliance with this policy in connection with our board of directors meeting held each February. As of the date of the Committee’s February 20212023 meeting, each of our current named executive officers who has held his current office for at least five years held at least the minimum number of shares.

Clawback policy

Our clawback policy allows the company to recover performance-based compensation from any executive officer who engages in fraud or willful misconduct that requires us to restate our financial results. Under the policy, we are entitled to recover cash awards made under our annual incentive performance plan and cash or equity-based incentive awards made under our long-term incentive performance plan. If the Committee determines the compensation would have been lower if it had been based on the restated results, it will, to the extent permitted by law, seek to recover from the executive officer all performance-based compensation it deems appropriate after a review of all relevant facts and circumstances.

Anti-hedging policy

Our policies prohibit employees, officers and directors from using the company’s securities in any hedging or monetization transactions. The prohibition includes but is not limited to, the use of financial instruments such as exchange funds, prepaid variable forwards, equity swaps, puts, calls, collars, forwards and other derivative instruments, or through the establishment of a short position in the company’s securities.

Pledging policy

Our policies prohibit executive officers from pledging EnPro shares that they own as collateral, including holding EnPro shares in a margin account.

Perquisites

In 2020,2022, we provided only a minimal perquisites, which include perquisite—an umbrella liability policy, policy—to our current executive officers.

2022 PROXY STATEMENT    |    45    |     ENPRO INDUSTRIES, INC.

COMPENSATION DISCUSSION AND ANALYSIS      OTHER COMPENSATION PRACTICES, POLICIES AND GUIDELINES

Other in-service benefits

In 2020,2022, our executive officers also received the following benefits, which we provide to all salaried employees as compensation for their services to us:

·group health, dental and life insurance, part of the cost of which we pay;
·optional term life, accidental death and disability insurance and long-term disability insurance, the cost of which the employee pays; and
·travel and accident insurance, for which we pay.

We provide these insurance benefits because we believe they are standard parts of the compensation package available to salaried employees at companies of our size.

Retirement and other post-termination compensation

401(k) Planplan.. Our executive officers participate in our 401(k) plan on the same basis as other salaried employees. Under this plan, a portion of each participant’s compensation eligible for the plan (generally base-salary and annual incentive compensation) can be deferred into a 401(k) account, up to the annual limit set by the IRS. Each participant directs investments in the account. We match 100% of deferrals under this plan (other than catch-up contributions) up to the first 6% of the aggregate of annual salary and annual incentive compensation contributed by the participant. Our matching contributions are fully vested. For salaried employees hired before August 1, 2016 who are not eligible to accrue benefits under the defined benefit plan because they were hired after 2006, we make a contribution equal to 2% of salary and annual incentive compensation to the employee’s account in our 401(k) plan after the initial employment period for eligibility to participate in that plan is satisfied, subject to limits on permitted 401(k) contributions. Each of the NEOs received such contributions for 2022, other than Mr. Angelillo, who was hired after August 1, 2016 and therefore is not eligible to receive the additional 2% contribution. Any amount exceeding permitted 401(k) contributions is made to the deferred compensation plan.

Deferred compensation and management stock plans.Our non-qualified, deferred compensation plan permits our executive officers to save for retirement on a tax-deferred basis beyond what is permitted under the 401(k) plan because of either federal

2021 PROXY STATEMENT    |    43    |     ENPRO INDUSTRIES, INC.

   COMPENSATION DISCUSSION AND ANALYSIS      OTHER COMPENSATION PRACTICES, POLICIES AND GUIDELINES   

tax code limits or the design of the 401(k) plan. In addition, this plan allows for matching contributions that cannot be made in the 401(k) plan because of federal tax code limits. These contributions are made at the same rate and are subject to the same aggregate limit as the 401(k) plan. The Committee believes this type of additional deferral and matching opportunity is an appropriate and customary component of a competitive compensation package for public company executive officers.

Our management stock purchase deferral plan permitted officers and other senior personnel to defer, for five years or more, up to 50% of annual incentive compensation. Deferred amounts were credited to these individual’s accounts based on the value of our common stock, with the payout at the end of the deferral period being based on the then-value of our common stock. Participants were eligible to receive awards of restricted stock units equal to 25% of the amount of compensation deferred. We closed this plan to further participation after the deferrals of 2016 annual incentive compensation under the plan.

Pension and defined benefit restoration plans.In 2006, we closed our defined benefit pension plan to new participants and froze the benefits of employees who had not reached 40 years of age. Employees who were age 40 or older were eligible to continue to accrue benefits under the defined benefit plan, which provides them a retirement benefit based on their years of service with the company and their final average compensation (base salary plus annual incentive compensation). Benefit accrual under this plan was frozen on December 31, 2020. Of the named executive officers, only Mr. Childress has accrued benefits under the defined benefit pension plan. The other NEOs were hired after 2006. For salaried employees who are not eligible to accrue benefits under the defined benefit plan because they were hired after 2006, we make a contribution equal to 2% of salary and annual incentive compensation to the employee’s account in our 401(k) plan after the initial employment period for eligibility to participate in that plan is satisfied. Messrs. Riley and McLean and Dr. Sweeney received such contributions for 2020 and Mr. Johnson will be eligible to receive such a contribution in 2021 after satisfying the initial-employment-period requirement. Mr. Childress will be eligible to receive a contribution equal to 2% of salary and annual incentive compensation to his account in our 401(k) plan commencing in 2021. Any amount exceeding permitted 401(k) contributions is made to the deferred compensation plan.

We also provide our executive officers and others who participate in the defined benefit pension plan with a defined benefit restoration plan. The restoration plan gives them the benefits they would have received under our pension plan were it not for limitations under the pension plan. The federal tax code caps both the amount of annual compensation that the pension plan can take into account and the amount of annual benefits that the pension plan can provide. We include these caps in our pension plan in order to maintain its tax-qualified status. In addition, the pension plan does not take into account amounts deferred under our non-qualified deferred compensation plan. The defined benefit restoration plan permits participants to receive retirement pension benefits that take into account their full salaries and annual incentive compensation. Benefit accrual under this plan was frozen on December 31, 2020. Of the named executive officers, only Mr. Childress participates in the defined benefit restoration plan.

Management continuity agreements.In a situation involving a change in control of our company, our executive management would face a far greater risk of termination than other salaried employees. To attract qualified executives who might find other job opportunities with less risk to continued employment, we have entered into a management continuity agreement with each of our executive officers and division presidents.presidents, other than Mr. Angelillo. These agreements incentivize our executives to stay with us in the event of an actual or potential change in control and are an important part of a competitive executive compensation package.

In establishing the terms of these agreements, we looked at similar arrangements established by peer companies with whom we believe we compete for talent and by our former corporate parent. Particular terms in these agreements, including the applicable continuation period and provisions increasing the amount payable to account for excise taxes for agreements entered into prior to 2009, reflect our subjective judgment regarding the terms offered in comparable agreements by peer companies and our desire to offer competitive arrangements for executive employment.

2022 PROXY STATEMENT    |    46    |     ENPRO INDUSTRIES, INC.

COMPENSATION DISCUSSION AND ANALYSIS      OTHER COMPENSATION PRACTICES, POLICIES AND GUIDELINES

Each continuity agreement provides for continued employment of the individual for a two-year period after a change in control, with the same responsibilities and authorities and generally the same benefits and compensation as the individual had immediately prior to the change in control (including average annual increases). Under the agreements, the executive would be entitled to certain payments and other benefits if, during the continued employment period, we or our successor were to terminate the individual’s employment for reasons other than “cause,” or the individual voluntarily terminated his or her employment for a “good reason.” These terms are defined in the agreements.

For an executive to receive payments and benefits under these agreements, two events, or triggers, must occur. First, there must be a change in control of the company, and second, the executive’s employment must be terminated, either by the company, other than for “cause”, or by the executive for “good reason.” The second trigger incentivizes the executive to stay with the company and perform at a high level in the event of a change in control.

For more information about these payments and other benefits, see “Executive compensation—Potential payments upon termination or change in control.” The Committee has reviewed the amounts that are potentially payable under these agreements and believes that they are reasonable.

2021 PROXY STATEMENT    |    44    |     ENPRO INDUSTRIES, INC.

   COMPENSATION DISCUSSION AND ANALYSIS       OTHER COMPENSATION PRACTICES, POLICIES AND GUIDELINES   

Severance policy.Our severance policies provide benefits to all full-time employees at our corporate office, including our executive officers. Under these policies, an executive officer whom we terminate without cause is entitled to continue receiving his or her base salary for a specific period. The terminated officer is also entitled to receive a pro rata portion of the annual incentive compensation payable for the year in which the officer is terminated, along with a pro rata payout of all LTIP awards, including Performance Share Awards, based on the number of months the officer was employed in each performance cycle.

The period for which an executive officer is entitled to continue receiving his or her base salary depends on the officer’s level of responsibility. The CEO is entitled to a period of 24 months. Other executive officersThe other NEOs are entitled to 12 months, except Mr. Angelillo who is entitled to six months. An executive officer who is entitled to receive payments under the change-in-control continuity agreements described above is not entitled to severance benefits.

We believe that our severance policy ispolicies are consistent with compensation packages for executive officers at other companies similar to ours and therefore is an important component of a competitive compensation package.

Tax deductibility considerations

The Committee has continued to use performance-based compensation arrangements for awards to the NEOs even though thatsuch incentive compensation is no longer excepted from the limitation on deductibility of executive compensation for federal income tax purposes.

20212022 PROXY STATEMENT    |    4547    |     ENPRO INDUSTRIES, INC.

 

Executive compensation

The following information relates to compensation paid or payable for 20202022 to our CEO, our CFO, and our three other most highly compensated executive officers who were serving as executive officers on December 31, 2022, and a former executive officer who was not serving as an executive officer as of December 31, 2020.2022.

We have also included information relating to compensation for 20192021 and 20182020 for the named executive officers who were also named executive officers in any of those years.

Summary compensation table

The following table sets forth for the named executive officers:

·their names and positions held in 20202022 (column (a));
·year covered (column (b));
·salaries (column (c));
·other annual and long-term compensation (columns (d), (e), (f), (g) and (i));
·the change for 2020 in the actuarial present value of their benefits under the defined benefit plans in which they participate (column (h)); and
·their total compensation (column (j)), which is the sum of the amounts in columns (c) through (i).

Name and Principal
Position
(a)
Year
(b)
Salary($)
(c)
Bonus($)
(d)
Stock
Awards
($)(1)
(e)
Stock
Options
($)(2)
(f)
Non-Equity
Incentive
Plan
Comp.($)(3)
(g)
Change in
Pension
Value and
Nonqualified
Deferred
Comp.
Earnings($)(4)
(h)
All Other
Comp.
($)(5)
(i)
Total($)
(j)
          
Marvin A. Riley2020843,269         —920,000690,0001,236,680        —23,5883,713,537
Chief Executive
Officer and
President
2019576,923         —475,000772,500   677,136        —50,3272,551,886
2018404,192         —886,017         —   389,138        —56,0021,735,349
J. Milton Childress II2020495,538         —311,400233,280   598,719612,19758,3142,309,448
Executive Vice
President and Chief
Financial Officer
2019443,923         —452,000         —   592,771588,15058,3622,135,206
2018417,692         —364,475         —   460,874209,71947,9801,500,740
Robert S. McLean2020433,846         —203,520152,640   434,841        —55,0611,279,908
Executive Vice
President, Chief
2019395,692         —266,666         —   399,026        —58,3651,119,749
2018381,038         —234,903         —   321,162        —54,996   992,099
Administrative
Officer, General
Counsel and
Secretary
         
Susan E. Sweeney2020326,658         —214,332  85,239   294,217        —33,147   953,593
Senior Vice President 
and Chief Human
Resources Officer(6)
         
Jerry L. Johnson2020122,469383,000250,000250,000            —        —5,2761,010,745
Senior Vice President,
Strategy Corporate
Development and
Investor Relations
Officer(7)
         


Name and Principal
Position

(a)

Year
(b)

Salary($)
(c)

Bonus($)
(d)

Stock
Awards
($)(1)

(e)

Stock
Options
($)(2)

(f)

Non-Equity
Incentive
Plan
Comp.($)(3)
(g)

Change in
Pension
Value and
Nonqualified
Deferred
Comp.
Earnings($)(4)
(h)

All Other
Comp.
($)(5)
(i)

Total($)
(j)

          

Eric A. Vaillancourt
Chief Executive
Officer and President

2022800,0002,508,370 904,861  1,507,200  —      146,560  5,866,992 
2021500,5381,268,657 557,919  843,713  —      80,702  3,251,529 

J. Milton Childress II
Executive Vice
President and Chief
Financial Officer

2022558,901803,196 289,743  737,079  —      117,661  2,506,579 
2021526,1541,064,050 424,861  811,196  —      90,961  2,917,222 
2020495,538542,344 233,280  598,719  612,197     58,314  2,540,392 

Robert S. McLean
Executive Vice President,
Chief Administrative Officer,
General Counsel and Secretary

2022455,657622,741 224,692  515,075  —      93,200  1,911,364 
2021435,370704,855 281,432  566,444  —      75,221  2,063,322 
2020433,846354,612 152,640  434,841  —      55,061  1,431,000 

Steven R. Bower
Senior Vice President
Controller and
Chief Accounting Office
r

2022328,372194,330 70,092  278,394  —      64,221  935,409 
2021314,085253,957 101,408  297,856  —      51,992  1,019,298 
2020315,577128,390 55,260  227,867  —      34,188  761,282 

Ronald R. Angelillo
Vice President, Tax

2022265,580 137,136   175,124  —      19,070  596,910 

Susan E. Sweeney(6)
Former Senior Vice
President and Chief
Human Resources Officer

202242,762     44,309  —      731,240  818,311 
2021363,538412,110 164,562  426,727  —      63,871  1,430,808 
2020326,658298,697 85,239  294,217  —      33,147  1,037,958 
(1)The annual long-term compensation awards made in 20202022 to the NEOs employed throughout 2020 were, in general, subdivided as follows: 30% of the target long-term compensation in Performance Share Awards (LTIP awards denominated in share units and payable in cash), 30% in an award of stock options becoming exercisable over three years and 40% in an award of time-vested restricted stock units. For 2020,Mr. Angelillo’s long-term compensation awards in 2022 were allocated 40% of the target long-term compensation in Performance Share Awards and 60% in an award of time-vested restricted stock units. To determine the target number of restricted stock units are reflected in this column. These restrictedand Performance Share Awards and the number of stock units awards are reported at a value, developed solely for purposes of disclosure in accordance withoptions, the rulesCompensation and regulations ofHuman Resources Committee divided the SEC, equal toapplicable dollar amount by the “grant date fair value” thereof under FASB ASC Topic 718 for financial reporting purposes, except that the reported value does not reflect any adjustments for risk of forfeiture. The only assumption we used in determining these amounts was the grant date share price, which in each case was theaverage closing price of our common stock onfor the day prior to20 trading days immediately preceding the grant date. Thedate of the award for the restricted stock units are scheduled to vest in equal annual increments onand Performance Share Awards and by the first, second and third anniversaries of the date of grant subject to the executive’s continued employment. The restricted stock units would vest earlier in the event of death, disability or retirement. The reported amounts for any award do not reflect any adjustments for restrictions on transferability.

20212022 PROXY STATEMENT    |    4648    |     ENPRO INDUSTRIES, INC.

 
   EXECUTIVE COMPENSATION   Executive compensation   SUMMARY COMPENSATION TABLE

Black-Scholes accounting value for the stock options. The Performance Share Awards and awards of restricted stock units are reflected in this column. In prior-years’ proxy statements, Performance Share Awards were presented as non-equity incentive compensation awards. The presentation of Performance Share Awards granted in 2020 and 2021 has been revised to conform to the current-period presentation. These Performance Share Awards and restricted stock units awards are reported at a value, developed solely for purposes of disclosure in accordance with the rules and regulations of the SEC, equal to the “grant date fair value” thereof under FASB ASC Topic 718 for financial reporting purposes, except that the reported value does not reflect any adjustments for risk of forfeiture. The only assumption we used in determining the amounts for the restricted stock awards was the grant date share price, which in each case was the closing price of our common stock on the day prior to the grant date. The restricted stock units granted in 2022 are scheduled to vest in equal annual increments on the first, second and third anniversaries of the date of grant subject to the executive’s continued employment. The restricted stock units would vest earlier in the event of death, disability or retirement. For Performance Share Awards, we assumed the amount based on the target level of performance, with the grant date fair value determined by a Monte Carlo simulation methodology, which differs from the method used by the Compensation and Human Resources Committee described above. Assuming maximum payouts under the Performance Share Awards, which are 200% of the target levels, the amounts reported above for the restricted stock units and Performance Share Awards for 2022 would be as follows: Mr. Vaillancourt, $3,785,538; Mr. Childress, $1,212,178; Mr. McLean, $939,822; Mr. Bower, $293,277; and Mr. Angelillo, $202,951. See Note 18 to the Consolidated Financial Statements included in our Form 10-K for the year-ended December 31, 2022 for a discussion of the assumptions made in determining the grant date fair values in this column. The reported amounts for any award do not reflect any adjustments for restrictions on transferability.

(2)The stock options awarded in 20202022 vest and become exercisable, subject to continued employment, in equal installments on the first, second and third anniversaries of the date of the grant of the award. Each of these stock option awards is reported at a value, developed solely for purposes of disclosure in accordance with the rules and regulations of the SEC, equal to the “grant date fair value” thereof under FASB ASC Topic 718 for financial reporting purposes, except that the reported value does not reflect any adjustments for risk of forfeiture. See Note 18 to the Consolidated Financial Statements included in our Form 10-K for the year ended December 31, 20202022 for a discussion of the assumptions made in determining the grant date fair value in this column. The reported amount does not reflect any adjustment for restrictions on transferability.
(3)For 2020,2022, these amounts consist of amounts earned under our annual performance plan. For more information about payouts under our annual performance plan, and LTIP awards payable in cash forsee the three-year performance cycle ending in 2020. Here is the breakdown for the named executive officers who received these awards:section below entitled “—Grants of Plan-Based Awards—Annual Performance Plan Awards.”

 Annual PlanCash LTIP AwardTotal
    
Riley$1,123,235$113,445$1,236,680
Childress     462,040  136,679     598,719
McLean     346,730     88,111     434,841
Sweeney     216,941     77,276     294,217

(4)For 2020,2022, the decrease in actuarial present value for Mr. Childress under the defined benefit pension plan was $170,257 and under the defined benefit restoration plan was $320,752, for an aggregate decrease of $491,009. Because this amount is an aggregate decrease, it is reported in the table as $0.
(5)For 2022, these amounts consist of the following:

Increase (Decrease) in Actuarial Present Value Under

401(k) plan*

Amounts paid for
umbrella liability
insurance

Non-qualified
deferred
compensation
plan**

Other***

Total

Pension PlanRestoration PlanTotal     
 
Riley              —           —              —
Vaillancourt$20,138$855  $115,567$10,000$146,560
Childress$   157,208$454,989$   612,197  24,400770    92,491        —  117,661
McLean              —           —              —  24,400770    68,030        —    93,200
Bower  23,877770    39,574        —    64,221
Angelillo  18,300770                  —    19,070
Sweeney              —           —              —    3,421770      1,140725,909  731,240
Johnson              —           —              —

(5)*For 2020, these amounts consist of the following:

 401(k) plan*Amounts paid for
umbrella liability
insurance
Non-qualified
deferred
compensation
plan match
Total
     
Riley$22,800$788$        —   $23,588
Childress  17,100  62540,589  58,314
McLean  22,594  62531,842  55,061
Sweeney  20,473  62512,049  33,147
Johnson    5,068  208       —    5,276

*For Mr. Riley,Vaillancourt, includes a matching 401(k) contribution of $17,100$14,038 and an employer 401(k) contribution of $5,700.$6,100. For Mr. Childress, includes a matching 401(k) contribution of $17,100.$18,300 and an employer 401(k) contribution of $6,100. For Mr. McLean, includes a matching 401(k) contribution of $16,894$18,300 and an employer 401(k) contribution of $5,700.$6,100. Mr. Bower, includes a matching 401(k) contribution of $17,777 and an employer 401(k) contribution of $6,100. For Mr. Angelillo, includes a matching 401(k) contribution of $18,300 and an employer 401(k) contribution of $0. For Dr. Sweeney, includes a matching 401(k) contribution of $15,078$2,566 and an employer 401(k) contribution of $5,396. $855.
**For Mr. Johnson,Vaillancourt, includes a matching 401(k) contribution of $5,068.$89,404 and an employer contribution of $26,163. For Mr. Childress, includes a matching contribution of $72,701 and an employer contribution of $19,790. For Mr. McLean, includes a matching contribution of $54,585 and an employer contribution of $13,445. For Mr. Bower, includes a matching contribution of $33,708 and an employer contribution of $5,866. For Mr. Angelillo, includes a matching contribution of $0 and an employer contribution of $0. For Dr. Sweeney, includes a matching contribution of $855 and an employer contribution of $285.
(6)***In 2020,Mr. Vaillancourt received a $10,000 payment for relocation expenses in 2022 in connection with his appointment as President and Chief Executive Officer and relocation to the Charlotte, North Carolina area. Pursuant to an agreement entered into with Dr. Sweeney also served as Presidentin connection with her separation of service, she received the following for 2022: payment equal to 12 months of base salary ($370,600); a prorated annual bonus based on the level of achievement of the GGB division.

(7)Mr. Johnson joined the companycompany’s performance in August 2020. Mr. Johnson did not receive an annual incentive compensation award in 2020 in light of the date that he joined the company and instead received a signing bonus of $200,000 upon accepting employment, which is subject to reimbursement if he voluntary resigns his employment or is terminated for cause within one year, and a fixed2022 ($44,309); COBRA premium payments ($38,000); payment of $183,000$40,000 in lieu of an annual incentive compensation award payable at the time annual incentive compensation awards grantedoutplacement services; and a lump sum payment of $233,000, subject to withholding for taxes, in return for her agreement to remain available for special projects requested by our Chief Executive Officer.
(6)In connection with a management restructuring, on February 4, 2022, Dr. Sweeney ceased her service as Senior Vice President and Chief Human Resources Officer due to the elimination of her position. On March 2, 2022, we entered into an agreement with Dr. Sweeney that provided that, in connection with her separation of service, (i) she was eligible to receive the severance benefits applicable upon a “qualifying termination” under our senior officer severance plan (generally, payment equal to 12 months of base salary, a prorated annual bonus based on the level of achievement of the company’s performance in 2022, prorated vesting of outstanding performance-based long-term incentive awards based on the level of achievement of the company’s performance in the applicable three-year performance period, since she qualified for retirement, continued vesting of unvested stock options and the right to exercise vested stock options (including 2,083 stock options scheduled to vest on February 27, 2022) for one year after February 4, 2022, COBRA premium payments and payment of $40,000 in lieu of outplacement services), (ii)  a lump sum payment of $233,000, subject to withholding for taxes, in return for her agreement to remain available for special projects requested by our Chief Executive Officer and to cooperate in the transition of her duties, and, (iii) due to her separation qualifying as a retirement, her outstanding restricted stock unit awards vesting on a prorated basis through her separation date as specified in the agreement. These entitlements were conditioned on, among other named executive officers are paid out. These amounts are reported as bonusthings, Dr. Sweeney’s execution and arenonrevocation of a release of claims and compliance with the terms of the agreement and specified provisions of her restrictive covenant agreement with the company, with the term of the employee non-solicitation covenant included in column (d).that agreement being extended by six months for a total of 18 months following her separation.

20212022 PROXY STATEMENT    |    4749    |     ENPRO INDUSTRIES, INC.

 
   EXECUTIVE COMPENSATION   Executive compensation   SUMMARY COMPENSATION TABLE      GRANTS OF PLAN-BASED AWARDS

In February 2021, the Compensation and Human Resources Committee certified performance levels achieved under long-term incentive plan awards (composed of LTIP awards payable in cash and LTIP awards payable in stock) for cycles ending in 2020. These awards were based on grants initially made in February 2018 for the 2018-2020 performance cycle. Payment for each award was conditioned upon achievement of threshold performance goals established by the Compensation and Human Resources Committee. Participants in this LTIP cycle, including the named executive officers other than Mr. Johnson, earned the right to any payment under the awards as of December 31, 2020. In July 2020, the LTIP awards payable in cash were adjusted into two periods to take account of the sale of our Fairbanks Morse division, which was a significant part of our portfolio at the time that the sale was completed in January 2020, and to account for the impact of that transaction on the performance measure selected for these awards (adjusted ROIC), which impact had not been anticipated at the time these awards were granted. Accordingly, the Compensation and Human Resources Committee bifurcated the LTIP awards payable in cash with a two-year performance cycle (2018-2019) with revised threshold, target range and maximum levels, and weighting the payout with respect to performance against these measures at 2/3s of the value of the initial award, and a one-year performance cycle (2020) with threshold, target range and maximum levels set to account for the impact of the sale of the Fairbanks Morse division, and weighting the payout with respect to performance against these measures at 1/3 of the value of the initial award. Payment of the LTIP awards payable in cash was made at 81% of the target level and no payouts were made on LTIP awards payable in stock as the threshold level of performance for such awards was not attained. For LTIP awards that were payable in cash, this payout is reflected in footnote 3 to column (g) of the summary compensation table. For the LTIP awards payable in stock, the amounts for 2018 in column (e) reflect the fair value on the date these awards were granted, along with the fair value of awards of restricted stock units on the date such awards were granted. The fair value was determined in accordance with the rules and regulations of the SEC. The summary compensation table does not reflect the actual payout of the LTIP awards payable in stock that were granted in 2018, as no shares were actually paid out with respect to these awards.

For more information about payouts under our annual performance plan, which are included in the amounts shown in column (g) above (see footnote 3), see the section below entitled “—Grants of Plan-Based Awards—Annual Performance Plan Awards.”

Grants of plan-based awards

The following table provides additional information about awards we granted in 20202022 to the named executive officers under our annual performance plan, Performance Share Awards, and stock option awards and awards of restricted stock units under our shareholder-approved equity compensation plans2020 Equity Compensation Plan (the “Equity Plan”). Due to the date of her separation of employment, Dr. Sweeney did not receive an equity award in 2022.

        All Other  
       All OtherOption Grant
       StockAwards:ExerciseDate Fair
    Estimated Future PayoutsAwards:Number ofor BaseValue
    Under Non-Equity IncentiveNumberSecuritiesPrice ofof Stock
    Plan Awardsof SharesUnderlyingOptionand
    ThresholdTargetMaximumor UnitsOptionsAwardsOption
Name Grant DateApproval($)($)($)(#)(#)($/Sh)Awards(2)
(a)Plan(b)Date(1)(c)(d)(e)(i)(j)(k)(l)
           
Marvin A. RileyAnnual Plan(3)2/18/20202/18/2020421,635843,2691,686,538      —      —     —       —
LTIP(4)2/18/20202/18/2020345,000690,0001,380,000      —      —     —       —
 Equity Plan2/18/20202/18/2020       —       —          —15,047      —     —920,000
 Equity Plan2/27/20202/18/2020       —       —          —      —50,58753.78690,000
           
J. Milton Childress II Annual Plan(3)2/18/20202/18/2020173,439346,877   693.754      —      —     —       —
 LTIP(4)2/18/20202/18/2020116,640233,280   466,560      —      —     —       —
 Equity Plan2/18/20202/18/2020       —       —          —  5,087      —     —311,040
 Equity Plan2/27/20202/18/2020       —       —          —      —17,10353.78233,280
           
Robert S. McLeanAnnual Plan(3)2/18/20202/18/2020130,154260,308   520,616      —      —     —       —
 LTIP(4)2/18/20202/18/2020  76,320152,640   305,280      —      —     —       —
 Equity Plan2/18/20202/18/2020       —       —          —  3,329      —     —203,520
 Equity Plan2/27/20202/18/2020       —       —          —      —11,19153.78152,640
 
Susan E. SweeneyAnnual Plan(3)2/18/20202/18/2020  89,831179,662   359,324      —      —     —       —
 LTIP(4)2/18/20202/18/2020  42,620  85,239   170,478      —      —     —       —
 Equity Plan1/15/20201/15/2020       —       —          —  1,500      —     —100,680
 Equity Plan2/18/20202/18/2020       —       —          —  1,859      —     —113,652
 Equity Plan2/27/20202/18/2020       —       —          —      — 6,24953.7885,239
           
Jerry L. JohnsonEquity Plan(5)8/27/20207/28/2020       —       —          —  4,426      —     —250,000
 Equity Plan(5)8/27/20207/28/2020       —       —          —      —13,39059.75250,000
   

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards

Estimated Future
Payouts Under Equity

Incentive Plan Awards

All Other
Stock
Awards:
Number
of Shares
or Units
(#)(i)

All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)

(j)

Exercise
or Base
Price of
Option
Awards
($/Sh)
(k)

Grant
Date Fair
Value

of Stock
and
Option
Awards(2)
(l)

 

  

Grant
Date

Approval

Threshold
($)

Target
($)

Maximum ($)

Threshold (#)

Target (#)

Maximum (#)

Name (a)  Plan(b) Date(1)(c) (d) (e) (f) (g) (h)
Eric A.
Vaillancourt
Annual Plan(3)2/15/20222/15/2022400,000 800,000 1,600,000 —    —   —  —      
LTIP(4)2/15/20222/15/2022—  — —  4,260   8,519 17,038   —  —    —  1,277,168
 Equity Plan2/15/20222/15/2022—  —   —   —  —   11,359  —    —  1,231,202
 Equity Plan2/24/20222/15/2022—  —   —   —  —   —  23,160    106.54 904,861
              
J. Milton
Childress II
Annual Plan(3)2/15/20222/15/2022195,616 391,231 782,462  —   —  —   —  —    —  
LTIP(4)2/15/20222/15/2022—  —   1,364   2,728 5,456  —  —    —  408,982
 Equity Plan2/15/20222/15/2022—  —   —   —  —   3,637  —    —  394,214
 Equity Plan2/24/20222/15/2022—  —   —     —   —  7,416   106.54 289,743
              
Robert S.
McLean
Annual Plan(3)2/15/20222/15/2022136,697 273,394 546,788  —   —  —   —  —    —  
LTIP(4)2/15/20222/15/2022—  —   1,058   2,115 4,230  —  —    —  317,081
 Equity Plan2/15/20222/15/2022—  —   —   —  —   2,820  —    —  305,660
 Equity Plan2/24/20222/15/2022—  —   —   —  —   —  5,751   106.54 224,692
              
Steven R.
Bower

Annual Plan(3)

2/15/20222/15/202273,884 147,768 295,536  —   —  —   —  — ��  —  

LTIP(4)

2/15/20222/15/2022—     330   660 1,320    —      98,947
 Equity Plan2/15/20222/15/2022—  —      —  —   880      —  95,383
 Equity Plan2/24/20222/15/2022—  —   —   —     —  1,794   106.54 70,092
              
Ronald R.
Angelillo

Annual Plan(3)

2/15/20222/15/202246,477 92,953 185,906  —   —  —   —  —    —  

LTIP(4)

2/15/20222/15/2022—     220   439 878  —      —  65,815
 Equity Plan2/24/20222/15/2022—  —   —   —  —   658  —    —  71,321

2021 PROXY STATEMENT    |    48    |     ENPRO INDUSTRIES, INC.

   EXECUTIVE COMPENSATION      GRANTS OF PLAN-BASED AWARDS   

(1)Date of approval of the award by the Compensation and Human Resources Committee. The Compensation and Human Resources Committee authorized the award of stock options to the named executive officers other than Mr. Johnson at its meeting on February 18, 2020,15, 2022, but deferred the grant of the stock options until the second trading day after the company’s public announcement of our 20202021 financial results, with the per share exercise price being set at the closing price per share of our common stock on the NYSE on that second trading day, which was February 27, 2020. The awards of stock options and restricted stock units to Mr. Johnson were approved by the Compensation and Human Resources Committee prior to his acceptance of employment with the company and were awarded upon the commencement of his employment with the company.24, 2022.
(2)The amounts in this column reflect the grant date fair value under FASB ASC Topic 718 of respective awards in 20202022 of stock options, and restricted stock units.units and Performance Share Awards.
(3)For 20202022 awards under our annual performance incentive plans, payouts are based on relevant performance results against specified threshold, target and maximum performance levels. The Compensation and Human Resources Committee administers the annual performance planplans to provide for payouts at a threshold level of performance at 50% of the target payout, payouts at a target level of performance at 100% of the target payout, and payouts at a maximum level of performance at 200% of the target payout. Performance between any of the established levels yields a proportional payout.
(4)The Performance Share Awards granted under the LTIP awards are denominated as share units, but are paid in cash. Payouts are based on our rTSR over the three-year performance cycle, with no payouts if our rTSR is below the 25th percentile, payouts at 50% of the target payout if our rTSR is at the 25th percentile, 100% of the target payout if our rTSR is at the 50th percentile, and 200% of the target payout if our rTSR equals or exceeds the 75th percentile, with payouts interpolated for rTSR levels between these points and payouts capped at 100% of the target payout level if total shareholder return over the period is negative.
(5)Mr. Johnson’s The performance period is the three-year period ending December 31, 2024. For payout, the share units earned under a Performance Share Award are to be converted to cash based on the average fair market value per share of our common stock option awardsover the 20 business days preceding the date the Compensation and awardsHuman Resources Committee certifies the achievement of restricted stock units were granted under the EnPro Industries, Inc. 2020 Equity Compensation Plan, while stock option awards and awards of restricted stock units grantedperformance level with respect to the other NEOs were made under the EnPro Industries, Inc. Amended and Restated 2002 Equity Compensation Plan.Performance Share Award.

2022 PROXY STATEMENT    |    50    |     ENPRO INDUSTRIES, INC.

Executive compensation   GRANTS OF PLAN-BASED AWARDS

Annual performance plan awards

In February 2020,2022, the Compensation and Human Resources Committee granted each named executive officer then employed by the company an opportunity for an award in 20202022 under our annual performanceincentive compensation plan. Information about these award opportunities is reported in the Annual Plan line beside each officer’s name in the foregoing table. The 20202022 payout amounts are included in column (g) of the summary compensation table and broken out in footnote 3 to the summary compensation table. The annual performance planincentive compensation plans and thethese awards made under this plan to the NEOs in 2020 are described in “Compensation discussion and analysis—20202022 executive compensation decisions in detail—Annual performance incentive plan awards.”

Performance Share Awards

Our annual long-term incentive compensation awards made in 20202022 were granted as Performance Share Awards—that is, LTIP awards denominated as performance share units and payable in cash. The amount earned with respect to a Performance Share Award is based on our total shareholder return compared to the same measure of the S&P SmallCap 600 Capital Goods (Industry Group) Index measured over a three-year performance cycle (rTSR). There are no payouts if our rTSR is below the 25th percentile, with payouts at 50% of the target payout if our rTSR is at the 25th percentile, 100% of the target payout if our rTSR is at the 50th percentile, and 200% of the target payout if our rTSR equals or exceeds the 75th percentile, with payouts interpolated for rTSR levels between these points and payout capped at 100% of the target payout level if total shareholder return over the period is negative. For payout, the share units earned under a Performance Share Award are to be converted to cash based on the average fair market value per share of our common stock over the 20 business days preceding the date the Compensation and Human Resources Committee certifies the achievement of the performance level with respect to the Performance Share Award. If our common stock continues to be listed on the NYSE, the fair market value of our common stock on any business day would be the closing price per share of our common stock on the NYSE on that day. The performance period for the awards is the three-year period ending December 31, 2024. Recipients of Performance Share Awards granted in 20202022 are not entitled to receive dividends (if dividends are paid) with respect to the share units underlying the awards.

The Performance Share Awards granted in 20202022 are forfeited in the event the recipient’srecipient ceases to be employed prior to December 31, 20222024 for any reason other than death, disability, retirement, involuntary termination other than for cause or in connection with a change in control. In the event of the recipient’s death, disability, retirement or involuntary termination other than for cause, the Performance Share Awards are to be paid out at the end of the performance period based on the actual performance level achieved, with the amount prorated based on the proportion of the performance period that the recipient was employed period. If, upon a “change in control” as defined in the Equity Plan, a Performance Share Award is not assumed, converted or replaced by the resulting entity in the change in control transaction, or if the award is so assumed, converted or replaced and within two years after the date of a change in control the executive’s employment is terminated, either by the company other than for “cause” or by the executive for “good reason,” as such terms are defined in the award agreement for the Performance Share Award, then the target payout opportunities attainable under the award are deemed to have been earned based upon the greater of assumed achievement at the target level or the actual level of achievement of the performance goals against target as of the fiscal quarter end preceding the change in control event. The Performance Share Awards made to the NEOs in 20202022 are described in “Compensation discussion and analysis—Executive summary—20202022 executive compensation decisions at a glance” and “Compensation discussion and analysis—20202022 executive compensation decisions in detail—Long-term compensation.”

2021 PROXY STATEMENT    |    49    |     ENPRO INDUSTRIES, INC.

   EXECUTIVE COMPENSATION      GRANTS OF PLAN-BASED AWARDS   

Restricted stock unit awards

All 20202022 awards of restricted stock units to the named executive officers were made under the Equity Plan. The restricted stock units vest, subject to continued employment, in equal annual installments on the first, second and third anniversaries of the date of the award. The restricted stock units fully vest earlier than the scheduled vesting date in the event of death or disability. In the event of an executive’s retirement, the unvested restricted stock units scheduled to vest on the next succeeding anniversary of the date of the award vest pro rata based on the number of months he or shethe executive was employed in the 12-month period ending on such anniversary date compared to the full 12-month period. The restricted stock units would vest upon a change in control of the company, except that, if the resulting entity in the change in control assumes the awards, the awards will vest early in connection with a change in control only if within two years after the change in control the employee is terminated without “cause” or the employee resigns for “good reason,” as such terms are defined in the restricted stock unit awards.

Recipients of restricted stock units are not entitled to receive dividends (if dividends are paid) before the units vest. However, when the units vest, the recipient is entitled to receive one share of common stock for each restricted stock unit vesting plus a cash payment equal to the aggregate amount of any cash dividends paid on the shares from the date of the award through the date the units vest. Recipients have no right to vote any restricted stock units on any matter presented to a vote of the company’s shareholders.

Stock options

The stock options awarded in 20202022 become exercisable, subject to continued employment, in equal installments on the first, second and third anniversaries of the date of grant. To the extent permitted under the Internal Revenue Code, the stock options are intended to qualify as incentive stock options. The stock options expire if not exercised by the tenth anniversary of the date of grant, with earlier termination in connection with a termination of employment, other than retirement (in which case the options continue to become exercisable based on the vesting schedule).

The stock options would vest upon a change in control of the company, except that, if the resulting entity in the change in control assumes, converts or replaces the awards, the awards will vest early in connection with a change in control only if within two years after the change in control the executive’s employment is terminated without “cause” or the executive resigns for “good reason,” as such terms are defined in the stock option award agreements. In addition, upon a change in control the stock options may be cancelled in exchange for a payment based on the in-the-money value of the stock option as of the occurrence of the change in control.

2022 PROXY STATEMENT    |    51    |     ENPRO INDUSTRIES, INC.

EXECUTIVE COMPENSATION      OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Outstanding equity awards at fiscal year-end

The following table is a snapshot as of the end of 20202022 of equity awards to our named executive officers. These officers have not yet realized the benefits of these rewards. Other than the option awards in column (b), the awards either havehad not vested or the officers havehad not yet earned them.them as of December 31, 2022.

  Option Awards   Stock Awards 

Name
(a)

Number of
Securities
Underlying
Unexercised
Options

(#)

Exercisable (b)

Number of
Securities
Underlying
Unexercised
Options

(#)

Unexercisable
(c)

Option
Exercise
Price ($)

(e)

Option
Expiration
Date

(f)

Number of
Shares or
Units of Stock
That Have
Not Vested
(#)

(g)

Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($)(1)

(h)

Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested

(#)

(i)

Equity
Incentive Plan
Awards: Market or
Payout Value of
Unearned Shares,
Units or Other
Rights That
Have Not Vested
($)(1)

(j)

         
Eric A. Vaillancourt4,200  2,100(2)  53.78 2/27/2030    —           —   —           —
2,218  4,444(3)  80.00  2/25/2031               —   —           —
  3,418  6,847(3)106.1011/28/2031               —   —           —
 23,160(4)106.54 2/24/2032               —   —           —
      —       —              —     500(5)     54,345  
      —       —              —     625(6)     67,931   —           —
      —                     —   5,261(7)   571,818   —           —
      —       —              —11,359(8)1,234,610   —           —
      —       —              —    —           — 4,762(9)  517,582
      —       —              —    —           —24,106(10)2,620,081
J. Milton Childress, II7,683   5,701(2)  53.78 2/27/2030    —           —   —           —
5,15110,320(3)  80.00  2/25/2031    —           —   —           —
   7,416(4)106.54 2/24/2032    —           —   —           —
      —       —              —  1,696(6)  184,338   —           —
      —       —              —  4,919(7)  534,646   —           —
      —       —              —  3,637(8)  395,306   —           —
      —       —              —    —           —11,060(9)1,202,111
             —              —    —           —  5,456(10)  593,013
Robert S. McLean7,460  3,730(2)  53.78 2/27/2030    —           —   —           —
3,412  6,836(3)  80.00  2/25/2031    —           —   —           —
    5,751(4)106.54 2/24/2032    —           —   —           —
             —              —  1,110(6)  120,646   —           —
      —       —              —  3,259(7)  354,221   —           —
      —       —              —  2,820(8)  306,506   —           —
      —       —              —    —           — 7,326(9)  796,263
      —       —              —    —           —  4,230(10)  459,759
Steven R. Bower2,700   1,351(2)  53.78 2/27/2030    —           —   —           —
 1,229  2,463(3)  80.00  2/25/2031    —           —   —           —
   1,794(4)106.54 2/24/2032    —           —   —           —
      —       —           —     402(6)    43,693  
      —       —           —  1,608(7)  174,774   —           —
      —       —           —     880(8)    95,647   —           —
      —       —           —    —           — 2,640(9)  286,942
      —       —           —    —           —  1,320(10)   143,471

20212023 PROXY STATEMENT    |    5052    |     ENPRO INDUSTRIES, INC.

 
EXECUTIVE COMPENSATION      OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
  Option Awards   Stock Awards 

Name (a)

Number of
Securities
Underlying
Unexercised
Options

(#)

Exercisable (b)

Number of
Securities
Underlying
Unexercised
Options

(#)

Unexercisable (c)

Option
Exercise
Price ($)

(e)

Option
Expiration
Date

(f)

Number of Shares or Units of Stock That Have Not Vested (#)

(g)

Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($)(1)

(h)

Equity Incentive
Plan Awards:
Number of
Unearned Shares,
Units or Other
Rights That Have
Not Vested

(#)

(i)

Equity
Incentive Plan

Awards: Market or
Payout Value of
Unearned Shares,
Units or Other
Rights That

Have Not Vested
($)(1)

(j)

         
Ronald R. Angelillo     —  —    —         —263(6)28,585  —        —
     —  —    —         —750(7)81,518  —        —
      —  —    —         —658(7)71,518  —        
      —  —    —         —      —1,498(9)162,818
      —  —    —         —      —    878(10) 95,430
Susan E. Sweeney1,9953,997(3)80.002/4/2023      —  —        —
     —  —    —         —  41(6) 4,456  —        —
      —  —    —         —      —1,546(9)168,035

Option AwardsStock Awards
Name
(a) 
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
(b)
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
(c)
Option
Exercise
Price
($)
(e)
Option
Expiration
Date
(f)
Number of
Shares or
Units of Stock
That Have
Not Vested
(#)
(g)
Market
Value of
Shares or
Units of
Stock
That
Have Not
Vested
($)(1)
(h)
Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units or
Other Rights
That Have Not
Vested
(#)
(i)
Equity 
Incentive Plan
Awards: Market or
Payout Value of
Unearned Shares,
Units
or Other Rights That
Have Not Vested
($)(1)
(j)
Marvin A. Riley50,587(2)53.782/27/2030   —          —          —
40,937(3)66.317/25/2029   —          —          —
  —   —          —  1,734(5)  130,952          —
  —   —          —  3,641(6)  274,968          —
  —   —          —  7,500(7)  566,400          —
  —   —          —15,047(8)1,136,349          —
  —   —          —          —23,038(11)  1,739,830
J. Milton Childress II17,103(2)53.782/27/2030          —          —
  —   —          —  2,090(5)  157,837          —
  —   —          —  3,465(6)  261,677          —
  —   —          —  5,087(8)  384,170          —
  —   —          —   —          —6,930(11)   523,354
Robert S. McLean11,191(2)53.782/27/2030   —          —          —
  —   —          —1,347(5)  101,725          —
   —          —  2,044(6)  154,363          —
  —   —          —  3,329(8)  251,406          —
  —   —          —   —          —4,088(11)   308,726
Susan E. Sweeney6,249(2)53.782/27/2030   —          —          —
  —   —          —    958(5)    72,348          —
  —   —          —  1,247(6)    94,173          —
  —   —          —  1,500(9)  113,960          —
  —   —          —  1,859(8)  140,392          —
  —   —          —   —          —2,494(11)   188,347
Jerry L. J ohnson13,390(4)59.7588/27/2030   —          —          —
  —   —          —   4,426(10)  334,252          —

(1)We calculated these values using a price of $75.52,$108.69, the closing price per share of our common stock on the NYSE on December 31, 2020.30, 2022, the last trading day of 2022.

(2)Such stock options vested and became exercisable on February 27, 2023.
(3)Such stock options are scheduled to vest and become exercisable in equal installments on February 27, 2021, February 27, 202225, 2023 and February 27, 2023.25, 2024.

(4)(3)Such stock options are scheduled to vest and become exercisable in equal installments on July 25, 2022, July 25,February 24, 2023, February 24, 2024 and July 25, 2024.February 24, 2025.

(5)(4)Such restricted stock options vestunits, which each represent a contingent right to receive one share of common stock and become exercisable incash payment equal installmentsto dividends paid on August 27, 2021, August 27, 2022 and August 27,a share of common stock since the date of grant, vested on January 15, 2023.

(6)(5)TheseSuch restricted stock units, which each represent a contingent right to receive one share of common stock and cash payment equal to dividends paid on a share of common stock since the date of grant, vested on February 12, 2021.18, 2023.

(6)These restricted stock units, which each represent a contingent right to receive one share of common stock and cash payment equal to dividends paid on a share of common stock since the date of grant, vest on February 12, 2022.

(7)Such restricted stock units awarded to Mr. Riley vest as follows: 2,000 on May 1, 2021; 2,500 on May 1, 2022; and 3,000 on May 1, 2023.

(8)Such restricted stock units, which each represent a contingent right to receive one share of common stock and cash payment equal to dividends paid on a share of common stock since the date of grant, vest in equal annual installments on February 18, 2021, February 18, 2022,16, 2023, and February 18, 2023.16, 2024.

(8)(9)SuchThese restricted stock units, which each represent a contingent right to receive one share of common stock and cash payment equal to dividends paid on a share of common stock since the date of grant, vest in equal annual installments on JanuaryFebruary 15, 2021, January2023, February 15, 2022,2024 and JanuaryFebruary 15, 2023.

(10)Such restricted stock units, which represent a contingent right to receive one share of common stock and cash payment equal to dividends paid on a share of common stock since the date of grant, vest in equal annual installments on August 27, 2021, August 27, 2022, and August 27, 2023.2025.
(9)(11)The amounts for these outstanding LTIP awards payable in stock orPerformance Share Awards for the 2019–20212021–2023 performance cycle are presented at the maximum performance level andlevel. The awards for the 2021–2023 performance cycle generally will vest on December 31, 2021.2023.
(10)The amounts for these outstanding Performance Share Awards for the 2022–2024 performance cycle are presented at the maximum performance level. The awards for the 2022–2024 performance cycle generally will vest on December 31, 2024.

20212023 PROXY STATEMENT    |    5153    |     ENPRO INDUSTRIES, INC.

 
EXECUTIVE COMPENSATION      OPTION EXERCISES AND STOCK VESTED

Option exercises and stock vested

This table provides information about amounts the named executive officers realized in 20202022 from equity awards.awards, and includes Performance Share Awards for the 2020-2022 performance cycle, which were earned by the named executive officers on December 31, 2022, even though performance for the three-year performance cycle was not certified by the Compensation and Human Resources Committee until February 2023.

 Option AwardsStock Awards
Name
(a)
Number of
Shares
Acquired
on Exercise
(#)
(b)
Value
Realized
on Exercise
($)
(c)(1)
Number of
Shares
Acquired
on Vesting
(#)
(d)(2)
Value
Realized
on Vesting
($)
(e)(1)
     
Eric A. Vaillancourt              —  9,7581,087,038
J. Milton Childress II3,718249,99819,5792,181,014
Robert S. McLean     —         —12,3291,375,871
Steven R. Bower     —           4,598  513,369
Ronald R. Angelillo     —         —     637    70,678
Susan E. Sweeney4,166205,051  7,306  181,719

Option AwardsStock Awards
Name
(a)
Number of
Shares
Acquired
on Exercise
(#)
(b)
Value
Realized
on Exercise
($)
(c)
Number of
Shares
Acquired
on Vesting
(#)
(d)
Value
Realized
on Vesting
($)
(e)
Marvin A. Riley3,825227,970(1)
4,000193,000(2)
J. Milton Childress II2,552152,099(1)
Robert S. McLean1,67299,651(1)
Susan E. Sweeney1,08564,666(1)
Jerry L. Johnson     —   —

(1)Value realized for stock options and restricted stock units is based on $59.60 per share, the closing price per share of our common stock on February 13, 2020,the NYSE on the day the stock option was exercised or the restricted stock unit award vested.
(2)Valuevested, as applicable, or, if such day was not a trading day, on the immediately preceding trading day. For Performance Share Awards, the value realized is based on $48.25the average closing price per share the closing price of our common stock on July 24, 2020, the dayNYSE over the restricted stock unit award vested.20 business days preceding the date the Compensation and Human Resources Committee certified the achievement of the performance level with respect to the Performance Share Award, which is the basis on which the share units under the Performance Share Awards are converted to cash for payment of such awards.
(2)Number of shares acquired upon vesting includes share units under Performance Share Awards that were settled in cash.

Pension benefits

The following table shows information about the named executive officers’ accumulated benefits under our defined benefit pension plans. Mr. Childress is the only named executive officer who participates in our defined benefit pension plans. The information includes the present value of his accumulated benefit under each plan. The values are lump sums of the annual benefit earned as of December 31, 2020.2022. The sums would be payable under each plan at the officer’s retirement, assuming he retired at the earliest age at which his benefits would not be reduced. The present value of accumulated benefit is an estimate only. Mr. Childress’s actual benefit under these plans will depend on his compensation at retirement or termination, and on other data used in the benefit calculations. Further accrual of service under the defined benefit pension plans was frozen effective on December 31, 2020. The assumptions used to estimate these benefits are the same as those assumptions used in Note 15 to our Consolidated Financial Statements in our 20202022 annual report.

Name
(a)
Plan Name
(b)
Number of Years
Credited Service
(#)
(c)
Present Value of
Accumulated Benefit
($)
(d)
    
Marvin A. Riley(1)Pension   —           —
 Restoration   —           —
J. Milton Childress IIPension15.1   869,723
 Restoration15.11,637,724
Robert S. McLean(1)Pension   —           —
 Restoration   —           —
Susan E. Sweeney(1)Pension   —           —
 Restoration   —           —
Jerry L. Johnson(1)Pension   —           —
 Restoration   —           —

Name
(a)

Plan Name
(b)

Number of Years Credited Service
(#)

(c)

Present Value of
Accumulated Benefit
($)

(d)

    
Eric A. Vaillancourt(1)Pension
Restoration
J. Milton Childress IIPension15.1688,458
Restoration15.11,296,737
Robert S. McLean(1)Pension
Restoration
Steven R. Bower(1)Pension
Restoration
Ronald R. Angelillo(1)Pension
Restoration
Susan  E. Sweeney(1)Pension
Restoration
(1)Mr. Riley,Vaillancourt, Mr. McLean, Mr. Bower, Mr. Angelillo and Dr. Sweeney and Mr. Johnson do not participate in any of our defined benefit plans. All existing defined benefit plans were closed to new participants prior to the date that each of them joined EnPro.

2023 PROXY STATEMENT    |    54    |     ENPRO INDUSTRIES, INC.

EXECUTIVE COMPENSATION      PENSION BENEFITS

We currently maintain two defined benefit plans. One, which we refer to as our pension plan, is a broad-based plan that provides funded, tax-qualified benefits up to the limits on compensation and benefits under the Internal Revenue Code. The other provides unfunded, non-qualified benefits in excess of the limits that apply to the pension plan. We call this one the restoration plan.

2021 PROXY STATEMENT    |    52    |     ENPRO INDUSTRIES, INC.

   EXECUTIVE COMPENSATION      PENSION BENEFITS   

Pension plan

Benefits under our pension plan are paid monthly as a life annuity. Benefit amounts for salaried employees depend on a participant’s pay and credited service with our company. If a participant chooses to receive payments before age 62, benefits accrued due to service with the company through December 31, 2006 will be reduced by 4% per year of age below age 62. Payments of these benefits will not be reduced if the participant waits until after age 62. If a participant chooses to receive payments before age 65, benefits accrued due to service after December 31, 2006 will be reduced by 5% per year of age below age 65.

A salaried participant’s benefit is determined by the greater of the participant’s average compensation over the final 60 months of employment or the highest consecutive 60 months of the participant’s compensation during the final 120 months of the participant’s employment. For purposes of the plan, “compensation” means base pay plus annual incentive plan awards. However, compensation for the pension plan is limited under the federal tax code. In addition, benefits provided under the pension plan may not exceed a benefit limit under the federal tax code.

In connection with our spin-out from Goodrich Corporation in 2002, we established the pension plan to provide tax-qualified retirement benefits for most of our full-time employees. In 2006, we began to phase out participation in this plan for salaried employees, replacing it with an additional benefit under our 401(k) plan. The pension plan was closed to new participants at that time. Salaried employees who were hired prior to January 1, 2006 and who were at least age 40 on December 31, 2006 could choose either to accept the additional benefit under our 401(k) plan or continue to accrue benefits under the pension plan. Of the named executive officers, only Mr. Childress participated in the pension plan and he elected to accrue benefits under the pension plan rather than to receive the additional benefit under our 401(k) plan. Benefit accrual under this plan was frozen on December 31, 2020. Mr. Childress will bebecame eligible to receive a contribution equal to 2% of salary and annual incentive compensation to his account in our 401(k) plan commencing in 2021.

As required by federal pension laws, benefits under the pension plan are funded by assets held in a tax-exempt trust.

Restoration plan

The restoration plan is designed to create a benefit equal to what a participant would receive under the pension plan if the federal tax code compensation and benefit limits did not exist. To achieve this total, the restoration plan pays an amount additional to the amount provided under the pension plan. The restoration plan also provides benefits on compensation that is deferred and not taken into account under the pension plan. Compensation is defined the same way as in the pension plan, except that it includes compensation deferred under our non-qualified deferred compensation plan.

Vested benefits are generally payable in an actuarially equivalent single cash payment following termination of employment. Benefit accrual under this plan was frozen on December 31, 2020. Of the named executive officers, only Mr. Childress has participated in this plan.

Because this is a non-qualified plan, benefits are unsecured, and a participant’s claim for benefits under the plan is no greater than the claim of a general creditor.

Non-qualified deferred compensation

Our deferred compensation plan allows our executive officers to defer compensation each year beyond the limits that apply to deferrals under our tax-qualified 401(k) plan for salaried employees. We also make contributions to the officers’ plan accounts to match some of their contributions. In addition, to the extent that our planned contribution to an executive officer’s account in our 401(k) plan equal to 2% of salary and annual incentive compensation exceeds the amount permitted for 401(k) contributions, we contribute the excess amount to the executive officer’s account in the deferred compensation plan.

Pursuant to our management stock purchase deferral plan, officers and other senior personnel were permitted to defer up to 50% of annual incentive compensation for five years or more. The deferred amounts were credited as phantom shares based on the value of our common stock. Amounts for cash dividends are accrued as dividends are paid on our common stock, with interest at an annual compound rate of 2% on the cash dividend amounts. Participants in the management stock purchase deferral plan were eligible to receive restricted stock units equal to 25% of the amount deferred. The restricted stock units have a three-year vesting period and are payable in shares of common stock at the same time the related annual incentive deferrals are payable. We closed this plan to further participation after the deferrals of 2016 annual incentive compensation.

2023 PROXY STATEMENT    |    55    |     ENPRO INDUSTRIES, INC.

EXECUTIVE COMPENSATION      NON-QUALIFIED DEFERRED COMPENSATION

The following tables provide information about amounts we and the executives contributed to these plans in 20202022 and about earnings and withdrawals under these plans. The last column shows each officer’s total account balance as of the end of the year.

Deferred compensation plan     
Name
(a)
Executive
Contributions
in Last FY
($)(1)
(b)
Registrant
Contributions
in Last FY
($)(2)
(c)
Aggregate
Earnings
(Loss) in
Last FY
($)
(d)
Aggregate
Withdrawals/
Distributions
($)
(e)
Aggregate
Balance at
Last FYE
($)
(f)
      
Eric A. Vaillancourt217,809115,567(239,995)        1,447,247
J. Milton Childress II  72,701  92,491(181,204)           939,857
Robert S. McLean  58,289  68,030       (295)        1,128,748
Steven R. Bower  33,708  39,574  (84,710)           409,853
Ronald R. Angelillo          —          —                 —             —
Susan E. Sweeney       855    1,140  (19,052)96,127             —

2021 PROXY STATEMENT    |    53    |     ENPRO INDUSTRIES, INC.

   EXECUTIVE COMPENSATION      NON-QUALIFIED DEFERRED COMPENSATION   

Deferred compensation plan     
Name
(a)
Executive
Contributions
in Last FY
($)(1)
(b)
Registrant
Contributions
in Last FY
($)(2)
(c)
Aggregate
Earnings in
Last FY
($)
(d)
Aggregate
Withdrawals/
Distributions
($)
(e)
Aggregate
Balance at
Last FYE
($)
(f)
      
Marvin A. Riley       —20,794   25,071       —243,809
J. Milton Childress II40,58940,589117,246       —705,644
Robert S. McLean31,84238,745121,091       —832,857
Susan E. Sweeney18,04112,049    4,35064,933  33,539
Jerry L. Johnson       —       —         —       —          —

(1)Each officer’s contributions during 20202022 were deferred from salary or annual incentive compensation. Accordingly, all amounts in this column are included in the summary compensation table, either as “Salary” (column (c)) or as “Non-Equity Incentive Plan Compensation” (column (g)).
(2)These amounts appear in the “All Other Compensation” column (column (i)) of the summary compensation table (see footnote 45 to that table).

Management stock purchase deferral planManagement stock purchase deferral plan Management stock purchase deferral plan 
Name
(a)
Executive
Contributions
in Last FY
($)
(b)
Registrant
Contributions
in Last FY
($)
(c)
Aggregate
Earnings in
Last FY
($)(1)(2)
(d)
Aggregate
Withdrawals/
Distributions
($)
(e)
Aggregate
Balance at
Last FYE
($)(1)
(f)
Executive
Contributions
in Last FY
($)
(b)
Registrant
Contributions
in Last FY
($)
(c)
Aggregate
Earnings
(Loss) in
Last FY
($)(1)(2)
(d)
Aggregate
Withdrawals/
Distributions
($)
(e)
Aggregate
Balance at
Last FYE
($)(1)
(f)
  
Marvin A. Riley       —         —
Eric A. Vaillancourt       —37,864         —
J. Milton Childress II15,72632,102134,706(1,568)70,665125,040
Robert S. McLean22,312       —191,117(2,841)51,072226,634
Steven R. Bower   (716)         57,126
Ronald R. Angelillo       —                
Susan E. Sweeney  5,967       —  51,111       56,127         
Jerry L. Johnson       —         —

(1)Based on the closing price for our common stock on the NYSE of $108.69 on December 31, 202030, 2022, the last trading day of $75.52.2022.

(2)Such amounts reflect increases in the value of the accounts from December 31, 20192021 to December 31, 2020.2022.

Under the deferred compensation plan, each officer can defer up to 25% of his or her salary each year and up to 50% of his or her annual incentive plan compensation and any cash LTIP payout. We match dollar for dollar the first 6% of salary and annual incentive plan compensation an officer defers under the plan, provided that the officer receives the maximum match permitted under our 401(k) plan. The same matching contribution rate applies under our 401(k) plan. NEOs hired after our pension plan was closed to new participants in 2006 receive an additional contribution from the company equal to 2% of the amount of the officer’s salary and annual incentive compensation that exceeds the IRS compensation limit for the year.

The executive officers who participate in the deferred compensation plan direct their investments. Investment options are the same as those available under the 401(k) plan (excluding our common stock). All participants’ accounts are credited with their actual investment earnings or losses. We do not guarantee any investment return on the accounts.

When a participant is first eligible for the deferred compensation plan, he or she may elect to receive payment of their account balances upon leaving the company in one of the following ways:

·a single lump sum cash payment as soon as practicable after termination (generally within 75 days);
·a single lump sum cash payment in a year specified by the participant (but not later than the year in which the participant turnsattains age 65);
·either five or ten annual installments with the first installment paid as soon as practicable after termination; or
·either five or ten annual installments with the first installment paid in a year specified by the participant (but not later than the year in which the participant attains age 65).

2023 PROXY STATEMENT    |    56    |     ENPRO INDUSTRIES, INC.

EXECUTIVE COMPENSATION      NON-QUALIFIED DEFERRED COMPENSATION

A participantparticipating employee who does not elect a method of payment will be paid a single lump sum in cash as soon as practicable after termination of the employee’s service (generally within 75 days but subject to a delay of up to six months if required by certain federal tax rules). A payment election can be changed only in accordance with federal tax laws that apply to non-qualified plans. In limited circumstances, withdrawals due to an unforeseeable emergency are permitted.

2021 PROXY STATEMENT    |    54    |     ENPRO INDUSTRIES, INC.

   EXECUTIVE COMPENSATION      NON-QUALIFIED DEFERRED COMPENSATION   

Amounts deferred under the management stock purchase deferral plan are credited to an account denominated in stock units. The number of units is based on the fair market value of our common stock on the date of deferral. Prior to July 2016, additional stock units were credited to deferral accounts for any cash dividends paid on our common stock. The additional units were based on the number of stock units in the participating employee’s account and will be paid in whole and fractional units. In July 2016, the plan was amended to provide that the deferral accounts are credited in cash for any cash dividends paid thereafter during the deferral period. Payments of amounts under the management stock purchase deferral plan are based on the fair market value of our common stock at the time of payment and are to be made in shares of common stock or, at the company’s election, in cash. At the election of the participating employee, payments can be made either:

·upon the termination of the employee’s service or
·upon the earlier of the employee’s termination date or a date specified by the employee at the time the deferral is elected (the date specified must be within the fifth calendar following the year of deferral or later).

The management stock purchase deferral plan permits participants to adjust the deferral periods they elect, subject to specified restrictions, and to receive early payments of deferred amounts in the event of unforeseen emergencies. Early payments are subject to the conditions specified in the management stock purchase deferral plan. A six-month delay applies to payments to certain participants upon termination of service.

Benefits under the deferred compensation plan and the management stock purchase deferral plan are unsecured. This means that a participant’s claim for benefits is no greater than the claim of a general creditor.

Potential payments upon termination or change in control

Double-trigger management continuity agreements

We have management continuity agreements with our current executive officers and divisional presidents, other than Mr. Angelillo, designed to encourage them to carry out their duties in the event of a change in control of our company. The management continuity agreements are not ordinary employment agreements. They do not provide any assurance of continued employment, or any severance beyond what we provide under the terms of our severance policy, unless there is a change in control of our company.

Under these agreements, any of the following events would be a “change in control”:

·any person, entity or group becoming the beneficial owner of 20% or more of our common stock, or of the combined voting power of our securities (subject to certain exceptions);
·a change in the majority of our directors that our directors have not approved;
·a corporate transaction, such as a merger, after which our existing shareholders do not retain more than 70% of the outstanding common stock and combined voting power of the surviving entity in substantially the same proportions as their prior ownership; or
·our liquidation or dissolution, or the sale of substantially all of our assets (other than to a company in which our existing shareholders own more than 70% of the outstanding common stock and combined voting power in substantially the same proportions as their holdings of our securities prior to the sale).

EachFor the named executive officers, the continuity agreement generally provides for the executive’s employment to continue, in the same position and with the same responsibilities and authority, for a period of timetwo years following the change in control. It also provides for the executive to maintain the same benefits and level of compensation, including average annual increases. The continuation periods for our named executive officers who are employees as of the date of this proxy statement is two years.increases, during that period.

If we or our successor terminate an executive’s employment during his or her continuation period, other than for “cause,” or he or she voluntarily terminates his or her employment for a “good reason” (in each case as defined in the agreement), the executive would be entitled to the following payments and benefits:

·A lump sum cash payment of his or her annual base salary for a specified payment period. The payment period for our named executive officers who are employees as of the date of this proxy statement is two years.
·A lump sum cash payment of his or her pro rata target annual incentive plan compensation for the year of termination.
·A lump-sum cash payment equal to the market value (as defined in the agreement) of each outstanding LTIP award payable in stock. The number of shares would be based on a specified mix of actual and targeted performance.
·A lump-sum cash payment intended to approximate continuation of annual incentive plan compensation for the rest of the payment period. This payment will be equal to the number of years in the individual’s payment period, multiplied by the greatest of (1) his or her most recent annual incentive plan payout, (2) his or her target annual incentive plan compensation for the year of termination, or (3) his or her target annual incentive plan compensation for the year in which the change in control occurs.

2023 PROXY STATEMENT    |    57    |     ENPRO INDUSTRIES, INC.

EXECUTIVE COMPENSATION      POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
·A lump-sum cash payment intended to approximate the value of foregone stock-based LTIP awards for the rest of the payment period (based on the market value of our common stock, as defined in the agreement). This payment will be equal to a number specified for each individual multiplied by the greatest of (1) 1/12 of the number of shares under an LTIP award payable in stock actually paid to the executive for the most recently completed performance cycle, (2) 1/12 of the target number of the stock LTIP award granted to the individual for the most recent cycle that began before the termination of employment and (3) 1/12 of the target number of the stock LTIP award granted to the individual for the most recent cycle that began before the change in control. The specified number for the named executive officers is 16.

2021 PROXY STATEMENT    |    55    |     ENPRO INDUSTRIES, INC.

   EXECUTIVE COMPENSATION      POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL   

LTIP award payable in stock actually paid to the executive for the most recently completed performance cycle, (2) 1/12 of the target number of the stock LTIP award granted to the individual for the most recent cycle that began before the termination of employment and (3) 1/12 of the target number of the stock LTIP award granted to the individual for the most recent cycle that began before the change in control. The specified number for the named executive officers who are employees as of the date of this proxy statement is 16.

·If the executive is under age 55, or over age 55 and not eligible to retire, a lump sum payment equal to the present value of the health and welfare plans and programs and all fringe benefit programs, perquisites and similar arrangements the executive would be entitled to during his or her payment period, as well as the ability to exercise any vested options during his or her payment period.
·If the executive is at least age 55 and is eligible to retire, a lump sum payment equal to the present value of the health and welfare plans and programs to which the executive would be entitled under the company’s general retirement policies if the executive retired, and all fringe benefit programs, perquisites and similar arrangements the executive would be entitled to during his or her payment period, as well as the ability to exercise any vested options during his or her payment period.
·For Mr. Childress (who entered into a continuity agreement in 2006), a tax gross-up payment for any excise tax due under the federal tax code as a result of these payments and benefits. We have not included a provision for such a payment in any other continuity agreement that remains in force. The agreements with Mr. Riley,Vaillancourt, Mr. McLean Dr. Sweeney and Mr. JohnsonBower include provisions to scale back payments under the agreement in the event that the payments otherwise would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code and such reduction would result in the executive retaining a larger amount on an after-tax basis.

In addition, each continuity agreement provides for reimbursement of attorneys’ fees and expenses incurred by the executive to successfully, in whole or in part, enforce the terms of the agreement with us.

Because the executive must leave the company before becoming entitled to these payments and benefits, the agreement has a “double trigger”—the first trigger is the change in control, and the second trigger is the termination, either by the company other than for “cause” or by the executive for “good reason.”

The following table estimates the total amounts we would owe under these agreements to the current named executive officers who are employees as of the date of this proxy statement if there had been a change in control, and they had been terminated, on December 31, 2020.2022. The table also includes the value at that date of restricted stock units and stock options that would vest under those circumstances. See “—Restricted stock unit and stock option awards.” The table does not include a pro rata annual incentive plan compensation for the year of termination because even without these agreements, thethese officers would be entitled to their full 20202022 annual incentive plan compensation if they had been terminated without cause on December 31.31, 2022. Because we have not entered into a management continuity agreement with Mr. Angelillo, if there had been a change in control, and he had been terminated, on December 31, 2022 he would be entitled to receive the severance benefits under our severance policies described below in the amounts included in the severance benefits table below.

     
NameSalary and
Annual
Incentive Plan
Compensation
Continuation
($)
Existing
LTIP
Awards
($)
Foregone
LTIP
Awards
($)
Restricted
Stock
Units
($)
Continuation
of Benefits
($)
Estimated
Tax
Gross-up
($)
Scale-back
Adjustment
($)
Total
($)
Salary and
Annual
Incentive Plan
Compensation
Continuation
($)
Existing
LTIP
Awards
($)
Foregone
LTIP
Awards
($)
Restricted
Stock
Units
($)

Stock
Options
($)
Continuation
of Benefits
($)
Estimated
Tax
Gross-up
($)
Scale-back
Adjustment
($)
Total
($)
  
Riley3,896,4692,240,8581,471,5552,108,66912,314N/A9,729,866
Vaillancourt4,614,0001,523,1631,245,8751,928,704310,33714,322N/A9,636,401
Childress1,896,080   871,012    434,530    803,53334,9261,290,994N/A5,331,0742,620,7591,226,1031,013,4891,114,290625,06734,9282,076,830N/A8,711,466
McLean1,541,460   538,640    280,089    507,49430,132N/A2,897,8151,963,036   849,346   597,856   781,372411,36930,133N/A(660,695)3,972,417
Sweeney1,113,883   315,495    199,084    420,19342,176N/A2,090,831
Johnson1,098,000            —             —    334,17614,320N/A1,446,496
Bower1,227,017   292,420   206,208   314,114148,70424,954N/A(352,542)1,860,875

LTIP awards

Under agreements for LTIP awards outstanding at December 31, 2020, including2022, which consisted only of Performance Share Awards, no payout is triggered by a “change in control” if the award is assumed, converted or replaced by the resulting entity in the “change in control.” However, if upon a “change in control” the award is not so assumed, converted or replaced, or if the award is assumed, converted or replaced and within two years after the date of a “change in control” the executive’s employment is terminated, either by the company other than for “cause” or by the executive for “good reason,” then the target payout opportunities attainable under the award are deemed to have been earned based upon the greater of assumed achievement of all relevant performance goals at their “target” level or the actual level of achievement of all relevant performance goals against target as of the fiscal quarter end preceding the “change in control.” In such event, the award, as adjusted for such deemed performance, becomes vested in full and is to be paid as soon as administratively practicable. The amount included in the “Existing LTIP Awards” column of the foregoing table reflects such adjusted amount for each of the named executive officers as if either triggering event had occurred on December 31, 2020.2022. For LTIPthese awards, payable in shares of our common stock or based on the value of our common stock, the amount is based on the $75.52$108.69 per share closing price of our common stock on the NYSE on December 31, 2020.30, 2022, the last trading day of 2022.

20212023 PROXY STATEMENT    |    5658    |     ENPRO INDUSTRIES, INC.

 
EXECUTIVE COMPENSATION      POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

Restricted stock unit and stock option awards

Upon a change in control, if the resulting entity in the “change in control” assumes, converts or replaces an outstanding restricted stock award or stock option award, the award will vest early in connection with the “change in control” only if within two years thereafter the employee is terminated without “cause” or the employee resigns for “good reason,” as such terms are defined in ourthe applicable award agreements. Upon a change in control, if the resulting entity in the “change in control” does not assume, convert or replace an outstanding restricted stock unit award agreements.or stock option award, the award will vest early in full upon the “change in control” The following table sets forth the value at December 31, 20202022 of restricted stock unit awards and stock option awards granted to the named executive officers who are employees as of the date of this proxy statement that would have vested if a change in control had occurred on December 31, 20202022 and the resulting entity did not assume these outstanding awards. The value is based on the $75.52 $108.69 per share closing price of our common stock on the NYSE on December 31, 2020.30, 2022, the last trading day of 2022.

Name

Value of
Restricted
Stock Units
($)
Value of
Stock
Options
($)
   
Vaillancourt1,928,704310,272
Childress1,114,290624,950
McLean   781,372413,189
Bower   314,114148,675
Angelillo   181,730         —

NameValue of
Restricted
Stock Units
($)
Riley2,108,669
Childress   803,684
McLean   507,494
Sweeney   420,873
Johnson   334,252

Severance benefits

Our written policies provide severance benefits to senior officers, including the named executive officers.officers who are employees as of the date of this proxy statement. Under these policies, each covered employee whom we terminate without cause is entitled to receive his or her base salary for a specified period of time, which we refer to as the “severance period.” However, if an officer’s total severance pay exceeds two times the maximum amount eligible for a qualified retirement plan under the federal tax code, it will be paid to the officer in a lump sum no later than March 15 of the year following termination of the officer’s employment. Each employee is also entitled to continue receiving certain benefits during his or her severance period, including a pro rata payment of any annual incentive plan compensation and outstanding LTIP awards through the date of termination, and employees of retirement age are entitled to pro rata vesting of restricted stock units upon termination of employment. The length of the severance period increases with the employee’s level of responsibility. Our executive officers generally receive the same severance benefits as all of our other full-time corporate office employees, except that our executive officers’ severance periods are longer. The severance period for our named executive officers who are employees as of the date of this proxy statement is 12 months, except for Mr. RileyVaillancourt for whom the severance period is 24 months and Mr. Angelillo for whom the severance period is six months.

Our severance policies are superseded by the management continuity agreements described above in the event of any termination following a change in control.

The following table estimates the severance benefits we would owe under these policies to our named executive officers if they had been terminated on December 31, 20202022 (assuming no prior change in control). The table does not include pro rata annual performance plan compensation for the year of termination because even without this severance policy, the officers employed on December 31, 2020 would be entitled to their full 20202022 annual performance plan compensation if they were terminated without cause on December 31, 2020.2022.

NameSalary
Continuation
($)
Continuation
of Benefits
($)
Pro Rata
LTIP Awards
($)(1)
Pro Rata
RSU Awards
($)(1)(2)
Outplacement
($)
Other
($)
Total
($)
        
Riley1,650,00012,314629,485        —8,0002,299,799
Childress   486,00017,463422,422284,4846,7501,217,119
McLean   424,00015,066255,417175,3576,750   876,590
Sweeney   340,00021,088152,440137,5976,750   657,875
Johnson   366,000  7,160         —        —6,750   379,910

Name

Salary
Continuation
($)
Continuation
of Benefits
($)
Pro Rata
LTIP Awards
($)(1)
Pro Rata
RSU Awards
($)(1)(2)

 

Outplacement
($)

 

Other
($)

 

Total
($)

        
Vaillancourt1,600,00014,322737,244405,8978,0002,765,463
Childress   565,11117,464499,539373,9306,7501,462,794
McLean   460,72015,067342,047250,4466,7501,075,030
Bower   332,02112,477119,559103,4816,750   574,288
Angelillo   128,82610,544  70,178          —6,750   216,298
(1)Reflects assumed performance at the target level and an assumed value of $75.52$108.69 per share, the closing price per share of our common stock on the NYSE on December 31, 2020.30, 2022, the last trading day of 2022.
(2)For employees of retirement age, termination of employment would result in pro rata vesting of outstanding restricted stock unit awards, with shares to be delivered three years afteron the date of grant.scheduled vesting date.

20212023 PROXY STATEMENT    |    5759    |     ENPRO INDUSTRIES, INC.

 
EXECUTIVE COMPENSATION      Payment versus performance

Payment versus performance

An SEC rule adopted in 2022 requires that we include in the proxy statement disclosure of the relationship between executive compensation and our financial performance over the past three fiscal years, with future annual meeting proxy statements expanding the period by an additional year until the period addressed by the disclosure is five years. As specified by the SEC rule, the following table presents for each of the past three fiscal years:

·the total compensation of each individual serving as principal executive officer (“PEO”) of EnPro as calculated in accordance with the presentation of Total compensation in the summary compensation table, appearing on page 48, with separate columns for each individual who served as PEO during this period (Marvin A. Riley, identified as First PEO in the table and elsewhere in this section of the proxy statement, served as EnPro’s principal executive officer until August 2, 2021, and Mr. Vaillancourt, identified as Second PEO in the table and elsewhere in this section of the proxy statement, has served as our principal executive officer since then);

·the amount of “Compensation Actually Paid” as determined in accordance with the SEC rule for each PEO, with a description and quantification of the adjustments from total compensation as reported in accordance with the presentation of such amounts required for the summary compensation table to derive Compensation Actually Paid set forth in footnote (3) to the table;

·the average total compensation, as calculated in accordance with the presentation of total compensation in the summary compensation table, of the individuals, other than the PEO, listed as named executive officers in our proxy statement for the annual meeting held in the year following each such year (the “Non-PEO NEOs”), with a footnote to the table identifying the individuals comprising the Non-PEO NEOs in each year;

·the average amount of “Compensation Actually Paid” as determined in accordance with the SEC rule for the Non-PEO NEOs, with a description and quantification of the adjustments from total compensation as reported in accordance with the presentation of such amounts required for the summary compensation table to derive Compensation Actually Paid set forth in footnote (3) to the table;

·EnPro’s cumulative total shareholder return (“TSR”) for the period beginning on the last trading day of the year preceding the earliest year presented in the table and ending the last trading day of the year presented in the table (for example, for 2021, the period from December 31, 2019 through December 31, 2021), assuming the investment of $100 in EnPro common stock on the first day of such period;

·the cumulative TSR for each such period of the peer group of companies identified in a footnote to the table calculated on the same basis as EnPro’s TSR, but assuming an investment on the first day of such period of $100 in the common stock of such companies, allocated among such companies based on their respective market capitalization at December 31, 2019;

·the net income of EnPro and its subsidiaries on a consolidated basis as presented in our consolidated statement of operations included in the accompanying annual report, which includes the results of discontinued operations; and

·adjusted EBITDA, as determined in accordance with our practices under our annual performance plan—a measure selected by us for presentation in this table as the most important financial performance measure linking Compensation Actually Paid to the NEOs for the most recent fiscal year to company performance.

The table presents Compensation Actually Paid in accordance with the requirements of the SEC rule. As identified in the footnotes to the table, the determination of Compensation Actually Paid includes adjustments to reflect, among other things, period-to- period changes in the value of unvested equity awards and the Performance Share Awards. Accordingly, such amounts do not reflect the value of compensation actually delivered to, or received by the PEOs or the Non-PEO NEOs, in the period reported in the table, as the amount of actual compensation received by any executive officers depends on whether the executive officer satisfies the conditions for vesting of any such award, the extent to which performance conditions for performance-based awards are satisfied, and the value of our common stock on the date such awards vest (or, with respect to options, on the date that vested options are exercised). You should refer to the “Compensation Discussion & Analysis” section of this proxy statement for a complete description of how executive compensation relates to Company performance and how the Compensation and Human Resources Committee makes its decisions.

2023 PROXY STATEMENT    |    60    |     ENPRO INDUSTRIES, INC.

 
EXECUTIVE COMPENSATION      CEO PAY RATIO      Payment versus performance

Pay Versus Performance

(1)(2)(1)(3)(2)(3)(4)(3)(4)(5)(6)(7)(8)
       

Value of Initial Fixed $100

Investment Based on:

  
YearSummary
Compensation
Table Total for
First PEO(1)

Summary
Compensation Table Total
for Second PEO(2)

Compensation
Actually Paid
to First

PEO(1)(3)

Compensation
Actually Paid
to Second
PEO(2)(3)

Average
Summary
Compensation
Table Total

for Non-PEO
NEOs(4)

Average
Compensation
Actually Paid
to Non-PEO
NEOs(3)(4)

Total
Shareholder
Return(5)

Peer Group
Total
Shareholder
Return(6)

Net
Income(7)
(h)

Adjusted
EBITDA(8)

(i)

(a)($)
(b)
($)
(b)

($)

(c)

($)

(c)

($)

(d)

($)

(e)

($)

(f)

($)

(g)

($ in millions
          
2022          N/A5,866,992          N/A5,857,4021,353,7151,244,066169.41138.76202.3295.9
20219,311,0143,251,5291,083,3224,579,5541,857,6633,117,325169.68145.03178.3216.0
20204,403,537           N/A6,538,919          N/A1,505,0241,724,967115.05115.68178.0173.6

(1)Marvin A. Riley served as President and Chief Executive Officer during all of 2020 and in 2021 until August 2, 2021 and is identified as First PEO in the table.
(2)Eric A. Vaillancourt served as Interim President and Chief Executive Officer from August 2, 2021 until November 28, 2021 and has served as President and Chief Executive Officer since November 28, 2021. Mr. Vaillancourt is identified as Second PEO in the table.
(3)Deductions from, and additions to, total compensation in the summary compensation table, appearing on page 48 by year to calculate Compensation Actually Paid include:
(4)The following table lists the individuals who comprise the Non-PEO NEOs in each of the covered years:
(5)Represents the company’s TSR for the period beginning on the last trading day of the year preceding the earliest year presented in the table and ending the last trading day of the covered year, which includes the reinvestment of dividends paid on our common stock during the relevant period.
(6)Represents the TSR of the S&P SmallCap 600 Capital Goods (Industry Group) Index for the period beginning on the last trading day of the year preceding the earliest year presented in the table and ending the last trading day of the covered year, which includes dividends paid during the relevant period. The TSR of the S&P SmallCap 600 Capital Goods (Industry Group) Index is used in determining rTSR under our Performance Share Awards.
(7)Represents net income of EnPro and its subsidiaries on a consolidated basis, which includes the results of discontinued operations in each of the periods presented.
(8)Adjusted EBITDA is a financial measure selected by the Compensation and Human Resources Committee for evaluating performance with respect to the annual incentive compensation plan. Adjusted EBITDA is calculated by adding interest, income tax, depreciation and amortization expenses to earnings and further adding certain selected expenses that the Compensation and Human Resources Committee believes do not reflect normal operating conditions and subtracting certain selected income items that such committee believes do not reflect normal operating conditions. Adjusted EBITDA is calculated in a manner consistent with adjusted EBITDA as presented by the company in its quarterly and annual earnings announcements, with additional adjustments to eliminate the impact of acquisitions and dispositions occurring during the year and certain other items and the translation impact of foreign currency exchange. Adjusted EBITDA is not a financial measure that has been prepared in conformity with GAAP. While adjusted EBITDA is one factor that we use in internal evaluations of the overall performance of our businesses, we acknowledge that there are many items that impact a company’s reported results and the adjustments reflected in adjusted EBITDA are not intended to present all items that may have impacted these results. In addition, adjusted EBITDA as calculated for this purpose is not necessarily comparable to similarly titled measures used by other companies.

 202220212020
 Second PEO
($)
Average
Non-PEO
NEOs
($)
First
PEO
($)
Second
PEO
($)
Average
Non-PEO
NEOs
($)
First
PEO
($)
Average
Non-PEO
NEOs
($)
        
Total Compensation from Summary
Compensation Table
5,866,9921,353,7159,311,0143,251,5291,857,663   4,403,5371,505,024
Adjustments for Pension       
Adjustment for Summary Compensation Table Pension

            

             

            

            

            

              

   (153,049)

Amount added for current year service cost                                                                                12,694
Amount added for prior service cost impacting current year

            

             

            

            

           

             

            

Total Adjustments for Pension                                                                              (140,086)
Adjustments for Equity Awards*       
Adjustment for grant date values in summary compensation table *(3,413,231)   (468,386)(5,756,170)(1,826,576)    (851,809)   (2,300,000)   (541,703)
Year-end fair value of unvested awards granted in current year *

2,498,644

   340,382

   751,888

2,039,557

1,140,207

  3,187,181

   682,572

Year-over-year difference of year-end fair values for unvested awards granted in prior years *

   895,510

    108,474

    363,814

1,033,352

   953,890

  1,328,024

   227,294

Fair values at vest date for awards granted and vested in current year *

            

             

            

            

            

              

            

Difference in fair values between year-end fair values and vest date fair values for awards granted in prior years *

      (1,133)

       (9,581)

     82,670

     64,034

     12,931

    (102,366)

     (12,250)

Forfeitures during current year equal to prior year-end fair value *

            

     (90,838)

(3,684,078)

            

            

              

            

Dividends or dividend equivalents not otherwise included in total compensation *

     10,619

     10,300

     14,183

     17,659

       4,443

      22,543

       4,117

Total adjustments for Equity Awards *       (9,590)   (109,649)(8,227,692)1,328,0251,259,663  2,135,382   360,029
Compensation Actually Paid (as calculated)5,857,4021,244,0661,083,3224,579,5543,117,325  6,538,9191,724,967
*Equity valuation assumptions for calculating Compensation Actually Paid are not materially different from grant date valuation assumptions.

2023 PROXY STATEMENT    |    61    |     ENPRO INDUSTRIES, INC.

EXECUTIVE COMPENSATION   Payment versus performance
(4)The following table lists the individuals who comprise the Non-PEO NEOs in each of the covered years:

202220212020
   
J. Milton Childress IIJ. Milton Childress IIJ. Milton Childress II
Robert S. McLeanRobert S. McLeanRobert S. McLean
Steven R. BowerSteven R. BowerJerry L. Johnson
Ronald R. AngelilloSusan  E. SweeneySusan  E. Sweeney
Susan  E. Sweeney

(5)Represents the company’s TSR for the period beginning on the last trading day of the year preceding the earliest year presented in the table and ending the last trading day of the covered year, which includes the reinvestment of dividends paid on our common stock during the relevant period.
(6)Represents the TSR of the S&P SmallCap 600 Capital Goods (Industry Group) Index for the period beginning on the last trading day of the year preceding the earliest year presented in the table and ending the last trading day of the covered year, which includes dividends paid during the relevant period. The TSR of the S&P SmallCap 600 Capital Goods (Industry Group) Index is used in determining rTSR under our Performance Share Awards.
(7)Represents net income of EnPro and its subsidiaries on a consolidated basis, which includes the results of discontinued operations in each of the periods presented.
(8)Adjusted EBITDA is a financial measure selected by the Compensation and Human Resources Committee for evaluating performance with respect to the annual incentive compensation plan. Adjusted EBITDA is calculated by adding interest, income tax, depreciation and amortization expenses to earnings and further adding certain selected expenses that the Compensation and Human Resources Committee believes do not reflect normal operating conditions and subtracting certain selected income items that such committee believes do not reflect normal operating conditions. Adjusted EBITDA is calculated in a manner consistent with adjusted EBITDA as presented by the company in its quarterly and annual earnings announcements, with additional adjustments to eliminate the impact of acquisitions and dispositions occurring during the year and certain other items and the translation impact of foreign currency exchange. Adjusted EBITDA is not a financial measure that has been prepared in conformity with GAAP. While adjusted EBITDA is one factor that we use in internal evaluations of the overall performance of our businesses, we acknowledge that there are many items that impact a company’s reported results and the adjustments reflected in adjusted EBITDA are not intended to present all items that may have impacted these results. In addition, adjusted EBITDA as calculated for this purpose is not necessarily comparable to similarly titled measures used by other companies.

Performance measures used to link performance to executive compensation

We have listed below the four performance measures that represent the most important metrics we used to link Compensation Actually Paid to our NEOs for 2022:

·adjusted EBITDA;
·Cash Flow ROIC;
·rTSR; and
·common stock trading price.

The first three financial performance measures are discussed in detail in “Compensation discussion and analysis—2022 executive compensation decisions in detail” in this proxy statement, including the use of these measures in annual and long- term performance-based compensation awards. The final measure—the trading price of our common stock—links the value of equity awards granted to executive officers to our performance, although external factors affecting the trading prices of equity securities generally may overwhelm the impact of our performance on the value of these awards.

2023 PROXY STATEMENT    |    62    |     ENPRO INDUSTRIES, INC.

EXECUTIVE COMPENSATION   Payment versus performance

Graphical presentations of the relationship of executive compensation to certain performance measures

The following charts present the relationship for the periods presented in the foregoing table between the Compensation Actually Paid for each of the PEOs and the average Compensation Actually Paid for the Non-PEO NEOs and each of the company’s TSR, net income and adjusted EBITDA.

2023 PROXY STATEMENT    |    63    |     ENPRO INDUSTRIES, INC.

EXECUTIVE COMPENSATION      Payment versus performance

 

 

CEO pay ratio

Pursuant to a mandate of the Dodd-Frank Wall Street Reform and Consumer Protection Act, theAn SEC has adopted a rule requiringrequires annual disclosure of a reasonable estimate of the ratio of the total annual compensation of our principal executive officer (“PEO”) to the total annual compensation of the employee of our company and its subsidiaries who is determined to have the median compensation of, generally, all such employees (excluding individuals serving as our PEO). The rule also requires annual disclosure of this medianmedian-compensated employee’s total compensation for the year and the PEO’s total compensation for the year, in each case as determined in accordance with the rules governing the presentation of total compensation of the named executive officers in the summary compensation table presented on page 4648 of this proxy statement.

The SEC rules dorule does not prescribe a particular method for identifying the median-compensated employee and permitpermits companies to use reasonable methodologies for determining the median-compensated employee for the basis of presenting this ratio. Although the SEC rule generally allows companies to continue to use the same median-compensated employee in determining the ratio for 2022 as was used to determine the ratio for 2021, due to changes in our employee group as a result of acquisitions and divestitures of businesses since we first identified that median-compensated employee, we undertook to identify a new median-compensated employee for 2022. To identify the median-compensated employee for 2020,2022, we compiled base salary, bonus, any overtime or commissions, and other cash payments for 20202022 of each of our employees who were employed as of December 31, 20202022 without any exclusions, other than the exclusion of our then PEO. For employees compensated in a currency other than the U.S. dollar, we used applicable currency exchange rates based on an average of the applicable rates over the period to convert all compensation data to a single currency—the U.S. dollar. We determined the 20202022 median-compensated employee based on this data. We calculated such employee’s 2022 total 2020 compensation in accordance with the rules governing the presentation of total compensation of the named executive officers in the summary compensation table.

Based on this methodology, the 20202022 total compensation for the median-compensated employee was $51,667.$55,021. The 20202022 total annual compensation of our PEO, Mr. Riley,Vaillancourt, was $3,713,537,$5,866,992, as set forthreflected in the summary compensation table.table on page 48. Accordingly, the ratio of the PEO’s 2022 total annualized 2020 compensation to the median-compensated employee’s 2022 total 2020 compensation is approximately 72:107:1.

This pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. Because the SEC rules for identifying the median-compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the amount of compensation of the median-compensated employee and the pay ratio reported by other companies may not be comparable to the amounts reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

20212023 PROXY STATEMENT    |    5864    |     ENPRO INDUSTRIES, INC.

 

Proposal 3 — Ratification 3—Advisory vote on the frequency
of Pricewaterhouse-Coopers LLP asfuture shareholder advisory votes to
approve the compensation of our company’s independent registered public accounting firm for 2021
named
executive officers

(Item 3 on the proxy card)

Under the Dodd-Frank Act, we are required to provide shareholders with the opportunity at least once every six years to cast an advisory vote on whether future advisory votes on executive compensation should be held every one year, every two years or every three years. We last held such an advisory vote at our annual meeting held in 2017.

At that meeting, more votes were cast favoring every “1 Year” as the frequency for holding shareholder advisory votes on executive compensation (or “say-on-pay votes”) than were cast in favor of any of the other alternatives. Following the 2017 annual meeting, our board of directors adopted a policy to hold shareholder “say-on-pay” votes at each annual meeting (every one year) until the next required advisory vote of the shareholders to select the frequency of future advisory votes on executive compensation.

The board of directors continues to believe that a frequency of every one year for the advisory vote on executive compensation is the optimal interval for conducting and responding to a “say on pay” vote to permit the shareholders to express their view on this matter at each annual meeting.

The proxy card provides shareholders with the opportunity to choose among four options (holding the vote every “1 Year,” “2 Years” or “3 Years,” or abstaining) and, therefore, shareholders will not be voting to approve or disapprove the board’s recommendation. This advisory vote on the frequency of the “say on pay” vote is nonbinding. However, the board of directors and the Compensation Committee plan to take into account the outcome of the advisory vote when considering the frequency of future advisory votes on executive compensation.

The board of directors unanimously recommends that you vote for the option of every1 Year for the frequency of future advisory votes on executive compensation.

2023 PROXY STATEMENT    |    65    |     ENPRO INDUSTRIES, INC.

Proposal 4 — Ratification of Pricewaterhouse-
Coopers LLP as our company’s independent
registered public accounting firm for 2023

(Item 4 on the proxy card)

On February 16, 2021,15, 2023, the Audit Committee reappointed PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. 2023. The board of directors agrees with this decision. PricewaterhouseCoopers LLP has served as our independent registered public accounting firm for periods beginning on and after January 1, 2004. If the shareholders do not ratify this appointment, the Audit Committee will consider other independent registered public accounting firms.

The board of directors unanimously recommends that you voteFORratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2021.2023.

20212023 PROXY STATEMENT    |    5966    |     ENPRO INDUSTRIES, INC.

 

Independent registered public
accounting firm

The Audit Committee has appointed PricewaterhouseCoopers LLP to serve as our independent registered public accounting firm for 2021. 2023. We refer herein to PricewaterhouseCoopers LLPas our “external auditors.” We understand that representatives of PricewaterhouseCoopers LLP will be present at the annual meeting on May 4, 2021.April 28, 2023. They will have the opportunity to make a statement if they so desire, and will be available to respond to appropriate questions from shareholders.

An Audit Committee policy outlines procedures intended to ensure that it approves all audit and non-audit services prior to those services being provided to us by our external auditors. The policy requires the Audit Committee’s prior approval of a budget setting fees for all audit services to be performed during the upcoming fiscal year. It mandates the committee’s prior approval of amounts for separate non-audit and tax compliance, planning and advisory services for the year, as well as proposed services exceeding approved cost levels. The policy allows the Audit Committee to delegate approval authority to one or more of its members (except for certain internal control-related services). A copy of the approval policy is available on our website at www.enproindustries.com;www.enproindustries.com; click on “For Investors,” then “Corporate Governance,” then “Committees” and then “Audit and Risk Management Committee Pre-Approval Policy.”

Before approving services proposed to be performed by the external auditors, the Audit Committee considers whether the services are consistent with the SEC’s rules on auditor independence. The Audit Committee also considers whether the external auditors may be best positioned to provide the most effective and efficient service. Factors considered include familiarity with our business, people, culture, accounting systems, risk profile and other factors, and whether the service might enhance our ability to manage or control risk or improve audit quality. The Audit Committee considers these factors as a whole. No single factor is necessarily determinative. The Audit Committee approved all audit, audit-related and non-audit services that PricewaterhouseCoopers performed in 20202022 and 20192021 in accordance with our policy.

Fees paid to external auditors

The following table sets forth the total fees and expenses from PricewaterhouseCoopers LLP for each of the past two years:

2020201920222021
  
Audit Fees(1)$3,013,000$2,686,128$3,361,700$3,819,000
Audit-Related Fees(1)(2)       13,000       87,900       13,000       13,000
Tax Fees              —              —              —
All Other Fees(2)(3)         2,700         2,900         7,900         7,000
Total Fees$3,028,700$2,776,928$3,382,600$3,839,000

 

(1)A substantial portion of the audit fees for 2021 was attributable to services in connection with an audit of the financial statements of NxEdge included in a report required to be filed with the SEC and other non-recurring auditing matters in connection with the acquisition of NxEdge.
(2)Audit-Related Fees in 20202022 and 20192021 were incurred in connection with work in connection withrelated to a foreign pension plan certification and work performed in the review of compiled published financial information prepared to fulfill statutory audit requirements, and in 2019 also for work performed in reviewing our procedures related to the adoption of authoritative accounting guidance on accounting for leases effective in 2019.requirements.
(3)(2)All Other Fees in 20202022 and 20192021 consisted of a license fee for use of an online financial reporting research library.

Other matters

The board knows of no other matters that may properly be presented at the annual shareholders’ meeting. If other matters do properly come before the meeting, we will ask the persons named in the proxy to vote according to their best judgment.

20212023 PROXY STATEMENT    |    6067    |     ENPRO INDUSTRIES, INC.

 

Shareholder proposals

Under our bylaws, any shareholder entitled to vote at our annual shareholders’ meeting may nominate a person for election to our board of directors or bring other business before the meeting if the shareholder provides written notice to, and such notice is received by, our corporate Secretary generally not less than 90 nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting. If the date of the meeting is moved up by more than 30 days or delayed by more than 60 days from the anniversary date, however, notice is timely provided if it is delivered not earlier than the 120th day prior to the date of the meeting and not later than the close of business on the 90th day prior to the meeting, or the tenth day after the day on which the meeting is first publicly announced, whichever is later.

We have not been timely notified of any additional business to be presented at this meeting. This notice requirement applies to matters being brought before the meeting for a vote. Shareholders may ask appropriate questions at the meeting without having to comply with the notice provisions.

Any shareholder who intends to present a proposal for consideration at our 20222024 annual shareholders’ meeting or nominate one or more individuals for election to the board of directors must ensure that our Secretary receives notice of the proposal or nominations between December 30, 2023 and January 4, 2022 and February 3, 202229, 2024 (unless we move the meeting up by more than 30 days or delay it by more than 60 days from May 4, 2022)April 28, 2024). Each notice must present the information required under our bylaws, including:

·a brief description of each proposed matter of business and the reasons for conducting that business at the annual meeting;
·the name and address of the shareholder proposing the matter, and of any other shareholders believed to be supporting the proposal;
·the number of shares of each class of our common stock that these shareholders own, as well as any direct and indirect ownership interests, derivative interests, dividend and voting rights, and other rights or interests connected to the company’s stock (which information is required to be updated as of the record date for the meeting by a supplement delivered within 10 days after the record date); and
·any material interest that these shareholders have in the proposal.

If the notice contains a nomination to the board of directors, it must also contain the following information:

·the name and address of the person or persons to be nominated;
·a representation that the shareholder intends to appear in person or by proxy at the meeting to nominate the person or persons specified in the notice;
·a description of all arrangements or understandings to make the nomination between the shareholder and each nominee and any other person or persons (naming such person or persons);
·all other information regarding each nominee that would be required to be included in a proxy statement if the board had nominated the nominee; and
·the written consent of each nominee to serve as a director if elected.

bylaws. Shareholders wishing to submit such a proposal or make such a nomination at the 20222023 annual meeting are urged to review the notice requirements of our bylaws. Our bylaws are included as an exhibit to our Form 10-K for the year ended December 31, 2020,2022, which is available on the SEC’s website, www.sec.govwww.sec.gov..

In addition,Finally, we must receive any shareholder proposal intended to be included, pursuant to applicable SEC rules, in our proxy statement for the 20222024 annual shareholders’ meeting at our offices at 5605 Carnegie Boulevard, Suite 500, Charlotte, North Carolina 28209, Attention: Secretary, on or before November 26, 2021. Applicable25, 2023. The applicable rules of the SEC govern the submission of shareholder proposals and our consideration of them for inclusion in the proxy statement and form of proxy for the 20222024 annual shareholders’ meeting.

We suggest that notice of all shareholder proposals be sent by certified mail, return receipt requested.

 

By Order of the Board of Directors

 -s- Robert S. McLean 
  
 

Robert S. McLean

 

Secretary

March 26, 2021

March 24, 2023

PLEASE VOTE YOUR SHARES BY TELEPHONE, INTERNET
OR USING THE ENCLOSED PROXY CARDCARD.
.

20212023 PROXY STATEMENT    |    6168    |     ENPRO INDUSTRIES, INC.

 

-s- Robert S. McLean

 (STEVEN MADDEN LOGO)

Broadridge Corporate Issuer Solutions
C/O EnPro Industries, Inc.
PO Box 1342
Brentwood, NY 11717

VOTE BY INTERNET - www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 05/03/2021 for shares held directly and by 11:59 P.M. ET on 04/29/2021 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 05/03/2021 for shares held directly and by 11:59 P.M. ET on 04/29/2021 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.




TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

KEEP THIS PORTION FOR YOUR RECORDS

DETACH AND RETURN THIS PORTION ONLY

THIS  PROXY  CARD  IS  VALID  ONLY  WHEN  SIGNED  AND  DATED.

   

 

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date SCAN TO VIEW MATERIALS & VOTE To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below. 0 0 0 0 0 0 0 0 0 0 0 0 0 0000593083_1 R1.0.0.6 For Withhold For All All All Except The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees 01) Eric A. Vaillancourt 02) William Abbey 03) Thomas M. Botts 04) Felix M. Brueck 05) Adele M. Gulfo 06) David L. Hauser 07) John Humphrey 08) Ronald C. Keating 09) Judith A. Reinsdorf 10) Kees van der Graaf Broadridge Corporate Issuer Solutions C/O EnPro Industries, Inc. PO Box 1342 Brentwood, NY 11717 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 04/27/2023 for shares held directly and by 11:59 P.M. ET on 04/25/2023 for shares held in a Plan. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 04/27/2023 for shares held directly and by 11:59 P.M. ET on 04/25/2023 for shares held in a Plan. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The Board of Directors recommends you vote FOR proposal 2. For Against Abstain 2. On an advisory basis, to approve the compensation to our named executive officers as disclosed in the Proxy Statement. The Board of Directors recommends you vote for 1 YEAR on the following proposal: 1 year 2 years 3 years Abstain 3. On an advisory basis, whether future advisory votes to approve executive compensation should be held every: The Board of Directors recommends you vote FOR proposal 4. For Against Abstain 4. To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2023. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

For
All
Withhold
All
For All
Except
To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.
The Board of Directors recommends you vote
FOR the following:
ooo
1.Election of Directors
Nominees   
           
 01)Marvin A. Riley02)Thomas M. Botts03)Felix M. Brueck04)B. Bernard Burns, Jr.05)Diane C. Creel
 06)Adele M. Gulfo07)David L. Hauser08)John Humphrey09)Kees van der Graaf  

 

0000593083_2 R1.0.0.6 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The 10K Wrap, Notice & Proxy Statement is/are available at www.proxyvote.com ENPRO INDUSTRIES, INC. Annual Meeting of Shareholders April 28, 2023 11:30 am (Central Time) This proxy is solicited by the Board of Directors The undersigned hereby appoints Eric A. Vaillancourt, J. Milton Childress II and Robert S. McLean, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of EnPro Industries, Inc. Common Stock which the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Shareholders of the company to be held at the J.W. Marriott, 23808 Resort Parkway, San Antonio, Texas, on Friday, April 28, 2023, at 11:30 am (Central Time) or at any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the Meeting. The materials for the Annual Meeting can also be viewed at http://www.enproindustries.com/shareholder-meeting. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side

   
The Board of Directors recommends you vote FOR  proposals 2 and 3.ForAgainstAbstain

2.

On an advisory basis, to approve the compensation to our named executive officers as disclosed in the Proxy Statement.

ooo

3.

To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2021.

ooo

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
Signature [PLEASE SIGN WITHIN BOX]DateSignature (Joint Owners)Date

0000485528_1      R1.0.0.153












 

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The 10-K Wrap, Notice & Proxy Statement is/are available at www.proxyvote.com

ENPRO INDUSTRIES, INC.

Annual Meeting of Shareholders
May 4, 2021 11:30 am

This proxy is solicited by the Board of Directors

The undersigned hereby appoints Marvin A. Riley, J. Milton Childress II and Robert S. McLean, and each of them, with power to act without the other and with power of substitution, as proxies and attorneys-in-fact and hereby authorizes them to represent and vote, as provided on the other side, all the shares of EnPro Industries, Inc. Common Stock which the undersigned is entitled to vote, and, in their discretion, to vote upon such other business as may properly come before the Annual Meeting of Shareholders of the company to be held at the company's headquarters located at 5605 Carnegie Boulevard, Suite 500, Charlotte, NC, on Tuesday, May 4, 2021, at 11:30 am or at any adjournment or postponement thereof, with all powers which the undersigned would possess if present at the Meeting. The materials for the Annual Meeting can also be viewed at http://www.enproindustries.com/shareholder-meeting

This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations.

Continued and to be signed on reverse side

0000485528_2      R1.0.0.153